Common use of Notes Clause in Contracts

Notes. The Borrower agrees that the Borrower will execute and deliver to each Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that that: (i) upon written request by any Lender to Borrower for a promissory note or other evidence of indebtedness is requested by Agent for the benefit of all or any Lender to evidence the Loan and other Obligations owing or payable to, or to be made by such Lender, Borrower will shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to each such Lender a an appropriate promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, or notes substantially in the form of attached hereto as Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), D; (ii) the Tranche B Term Loans of such Lender, substantially all references to Note or Notes in the form of Exhibit A-2 with appropriate insertions Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to date and principal amount (a "Tranche B Term Note"), time; (iii) upon written request by any Lender, and in any event within ten (10) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes (on substantially the Tranche C Term Loans same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided, that the aggregate principal amount of such Lender substantially in new Notes shall not exceed the form of Exhibit A-3 with appropriate insertions as to date and aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (a "Tranche C Term Note"10) and days after Agent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the Revolving Credit Loans mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such LenderNotes, substantially execute and deliver in replacement thereof new Notes in the form of Exhibit A-4 with appropriate insertions as to date and same form, in the same original principal amount ("Revolving Credit Note")and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. A Note and If the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Notes being replaced have been mutilated, they shall be registered in the Register only upon surrender for registration of assignment or transfer surrendered to Borrower after delivery of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledreplacement Notes." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term “Revolving Note"” and, collectively, the “Revolving Notes”), and (ii) in the Tranche B Term Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date and principal amount (a "Tranche B Term Note"of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Tranche C Term Revolving Loan Commitment of such Lender on the date of issuance thereof (or, if issued after the termination of such Revolving Loan Commitment, in an amount equal to the Exposure of the respective Lender), provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Revolving Note of any Lender would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans made by such Lender at any time outstanding, the respective Lender may request (and in such case the Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Loans and Sterling Denominated Loans evidenced thereby) of the Revolving Loans of such Lender substantially outstanding on the date of the issuance of such new Revolving Note, (iv) with respect to each Revolving Loan evidenced thereby, be payable in the form respective Available Currency in which such Revolving Loan was made, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest as provided in the appropriate clauses of Exhibit A-3 with appropriate insertions Section 2.08 in respect of the Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viii) be entitled to date the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (a "Tranche C Term Note"expressed in Dollars) equal to the Maximum Swingline Amount and be payable in Dollars in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Revolving Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such LenderLoans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, substantially in Notes shall only be delivered to Lenders which at any time specifically request the form delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Lender to date and principal amount ("Revolving Credit Note"). A request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The Borrower agrees that (a) Each Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of US Revolving Loans, by a promissory note of the duly executed and delivered by each US Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term “US Revolving Note"” and, collectively, the “US Revolving Notes”), (ii) in the Tranche B Term Loans case of such LenderUS Swingline Loans, by a promissory note duly executed and delivered by each US Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term “US Swingline Note"” and, collectively, the “US Swingline Notes”), (iii) in the Tranche C Term Loans case of such Lender UK Revolving Loans, by a promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term “UK Revolving Note") and ” and, collectively, the “UK Revolving Notes”), (iv) in the Revolving Credit Loans case of such LenderUK Swingline Loans, by a promissory note duly executed and delivered by each UK Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each, a “UK Swingline Note” and collectively, the “UK Swingline Notes”) and (v) in the case of Canadian Revolving Loans, by a promissory note duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, a “Canadian Revolving Note” and, collectively, the “Canadian Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to date and 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. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request, obtain, maintain or produce a Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole evidencing its Loans to any Borrower shall affect, or in part only any manner impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The Borrower agrees that (a) Each Borrower's obligation to pay the Borrower will execute principal of and deliver interest on all the Loans made to it by each Lender Bank shall be evidenced: (i) if A Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche each, an "A Term Loans of such LenderNote" and, collectively, the "A Term Notes") duly executed and delivered by the U.S. Borrowers, substantially in the form of Exhibit A-1 hereto, each with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), blanks appropriately completed in conformity herewith; (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note (each, a "B Term Note" and, collectively, the "B Term Notes") duly executed and delivered by the U.S. Borrowers, substantially in the form of Exhibit A-2 hereto, each with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), blanks appropriately completed in conformity herewith; (iii) if Acquisition Term Loans, by a promissory note (each, an "Acquisition Term Note" and, collectively, the Tranche C "Acquisition Term Loans of such Lender Notes") duly executed and delivered by the U.S. Borrowers, substantially in the form of Exhibit A-3 hereto, each with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and blanks appropriately completed in conformity herewith; (iv) if Revolving Loans, by a promissory note (each, a "Revolving Note" and, collectively, the "Revolving Credit Loans of such Lender, Notes") duly executed and delivered by the U.S. Borrowers substantially in the form of Exhibit A-4 B-1 hereto, with appropriate insertions as blanks appropriately completed in conformity herewith; (v) if U.S. Swingline Loans, by a promissory note (each, a "U.S. Swingline Note" and, collectively, the "U.S. Swingline Notes") duly executed and delivered by the U.S. Borrowers substantially in the form of Exhibit B-2 hereto, with blanks appropriately completed in conformity herewith; (vi) if U.K. Swingline Loans, by a promissory note (each, a "U.K. Swingline Note" and, collectively, the "U.K. Swingline Notes") duly executed and delivered by the U.K. Borrower substantially in the form of Exhibit B-3 hereto, with blanks appropriately completed in conformity herewith; and (vii) if Canadian Swingline Loans, by a promissory note (each, a "Canadian Swingline Note" and, collectively, the "Canadian Swingline Notes") duly executed and delivered by each Canadian Borrower substantially in the form of Exhibit B-4 hereto, with blanks appropriately completed in conformity herewith. (b) The A Term Note of the U.S. Borrowers issued to date each Bank with an A Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount ("Revolving Credit Note"). equal to the A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration Term Loan Commitment of such assignment or transfer of such Note Bank and the Obligation evidenced thereby be payable in Dollars in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer aggregate principal amount of the Note evidencing such ObligationA Term Loans evidenced thereby, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byiv) mature, with respect to each Loan evidenced thereby, on the holder thereofFinal A Term Loan Maturity Date, and thereupon one or more new Notes shall (v) be issued subject to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this subsection 2.5(iAgreement and the other applicable Credit Documents. (c) The B Term Note of the U.S. Borrowers issued to each Bank with a B Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the B Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the B Term Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final B Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) The Acquisition Term Note of the U.S. Borrowers issued to each Bank with an Acquisition Term Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Acquisition Term Loan evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final Acquisition Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (e) The Revolving Note of the U.S. Borrowers issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable in Dollars to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in Dollars in the aggregate principal amount of the Revolving Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Revolving Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (f) The U.S. Swingline Note of the U.S. Borrowers issued to each U.S. Swingline Bank shall (i) be executed by the U.S. Borrowers (and shall constitute the joint and several obligations of the U.S. Borrowers), (ii) be payable to the order of such U.S. Swingline Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the U.S. Swingline Loan Commitment of such Bank and be payable in Dollars in the principal amount of the outstanding U.S. Swingline Loans evidenced thereby, (iv) mature, with respect to each U.S. Swin- gline Loan evidenced thereby, on the Swingline Expiry Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents.

Notes. The (a) Subject to the provisions of Section 1.05(f), the U.S. Borrower’s (in the case of Tranche B Term Loans and U.S. Borrower agrees that Incremental Term Loans) and the Bermuda Borrower’s (in the case of Tranche C Term Loans and Bermuda Borrower will execute Incremental Term Loans) obligation to pay the principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced (i) in the case of Tranche B Term Loans, by a promissory note of duly executed and delivered by the U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "“Tranche A B Term Note"” and, collectively, the “Tranche B Term Notes”), (ii) in the case of Tranche B C Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Bermuda Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "“Tranche B C Term Note")” and, collectively, the “Tranche C Term Notes”) and (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the applicable Incremental Term Loan Borrower for such Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) The Tranche B Term Note issued to each Lender with a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche B Term Note issued after the Restatement Effective Date, the date and of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date before giving effect to any reductions thereto on such date (or, in the case of any Tranche B Term Note issued after the Restatement Effective Date, in a "stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the Tranche B Term Loan of such Lender on the date of the issuance thereof) and be payable (in Dollars) in the principal amount of the Tranche B Term Loan evidenced thereby from time to time, (iv) mature on the Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche C Term Note"Note issued to each Lender with a Tranche C Term Loan Commitment or outstanding Tranche C Term Loans shall (i) be executed by the Bermuda Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the sum of the Tranche C Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to any reductions thereto on such date) plus the aggregate principal amount of the Converted Tranche B Term Loan (if any) of such Lender on the Restatement Effective Date (or, in the case of any Tranche C Term Note issued after the Restatement Effective Date, in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the Tranche C Term Loan of such Lender on the date of the issuance thereof) and be payable (in Dollars) in the principal amount of the Tranche C Term Loan evidenced thereby from time to time, (iv) mature on the Revolving Tranche B/C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Incremental Term Loan Borrower for such Tranche, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount (expressed in Dollars) equal to the Incremental Term Loan Commitment of such Lender on the effective date of the respective Incremental Term Loan Commitment Agreement (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount (expressed in Dollars) equal to the sum of the then remaining amount of the Incremental Term Loan Commitment of such Lender plus the outstanding principal amount of the Incremental Term Loans of such Lender, substantially Lender on the date of issuance thereof) and be payable (in Dollars) in the form of Exhibit A-4 with appropriate insertions as to date and principal amount of the Incremental Term Loans evidenced thereby from time to time, ("Revolving Credit Note"). A Note iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vi) be entitled to the benefits of this Agreement and the Obligation other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby may thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect either Borrower’s obligations in respect of any Loans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be assigned delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or otherwise transferred in whole obtain a Note evidencing its Loans to either Borrower shall affect or in part only by registration any manner impair the obligations of such assignment or transfer of such Note the respective Borrower to pay the Loans (and the Obligation all related Obligations) which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations or endorsements otherwise described in preceding clause (and each Note shall expressly so providee). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the relevant Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note or Notes in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 14.15 and shall, if requested by such Lender, also be evidenced (i) in the case of B-1 Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A “B-1 Term Note"” and, collectively, the “B-1 Term Notes”), (ii) in the Tranche B case of B-2 Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B “B-2 Term Note"” and, collectively, the “B-2 Term Notes”), (iii) in the Tranche C Term Loans case of such Lender Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term “Revolving Note") ” and, collectively, the “Revolving Notes”), and (iv) in the Revolving Credit Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions blanks appropriately completed in conformity herewith (the “Swingline Note”). On and after the B-1 Conversion Date, each Lender which has had an increase in outstanding B-1 Term Loans as a result of the B-1 Conversion shall be entitled to date receive a new B-1 Term Note evidencing all its then outstanding B-1 Term Loans; provided that if a B-1 Term Note or B-2 Term Note has previously been issued to such Lender, such Lender shall surrender such Note or Notes to the Borrower or provide it with a customary lost note indemnity. (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of an Term B-1 Loan, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A “Term B-1 Note"” and, collectively, the “Term B-1 Notes”), and (ii) in the Tranche B case of a Term Loans of such LenderB-2 Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as blanks appropriately completed in conformity herewith (each, a “Term B-2 Note” and, collectively, the “Term B-2 Notes”). (b) The Term B-1 Note issued to each requesting Lender with outstanding Term B-1 Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date and principal amount (a "Tranche B Term Note"of issuance thereof), (iii) be in a stated principal amount equal to the Term B-1 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-1 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-1 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-1 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Term B-2 Note issued to each requesting Lender with outstanding Term B-2 Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term B-2 Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Term B-2 Loans of such Lender at such time) and be payable in the outstanding principal amount of Term B-2 Loans evidenced thereby, (iv) mature on the Maturity Date for Term B-2 Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche C made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (d). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledTranche." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The (a) At the request of any Lender, the U.S. Borrower’s (in the case of Tranche B-2 Term Loans and U.S. Borrower agrees that Incremental Term Loans) or the Bermuda Borrower’s (in the case of Tranche C-2 Term Loans and Bermuda Borrower will execute Incremental Term Loans) obligation to pay the principal of, and deliver to each interest on, the Loans made by such Lender shall be evidenced (i) in the case of Tranche B-2 Term Loans, by a promissory note of duly executed and delivered by the U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "“Tranche A B-2 Term Note"” and, collectively, the “Tranche B-2 Term Notes”), (ii) in the case of Tranche B C-2 Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Bermuda Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "“Tranche B C-2 Term Note")” and, collectively, the “Tranche C-2 Term Notes”) and (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the applicable Incremental Term Loan Borrower for such Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche C each, an “Incremental Term Note"” and, collectively, the “Incremental Term Notes”). (b) and (iv) Each Lender will note on its internal records the Revolving Credit Loans amount of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only each Loan made by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (it and each Note payment in respect thereof. Failure to make any such notation or any error in any such notation shall expressly so provide). Any assignment or transfer not affect either Borrower’s obligations in respect of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledany Loans." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The (i) On the Closing Date, Borrower agrees that shall execute a promissory note in favor of Agent, for the benefit of Lenders, in the form attached hereto as Exhibit E, and, from time to time, shall execute such other evidence of indebtedness as reasonably requested by Agent for the benefit of all or any Lender solely for the purpose of evidencing the Loan owing or payable to, or to be made by Lenders; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower will for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Agent’s written request, and in any event within ten (10) Business Days of any such request, at no expense to Borrower, Borrower shall execute and deliver to each Lender a promissory note Agent new Notes (on the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower evidencing within ten (i10) days after Agent’s receipt of the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the Revolving Credit Loans mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such LenderNotes, substantially at no expense to Borrower, execute and deliver in replacement thereof new Notes in the form of Exhibit A-4 with appropriate insertions as to date and same form, in the same original principal amount ("Revolving Credit Note")and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. A Note If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after Agent’s receipt of the replacement Notes; and the Obligation evidenced thereby may be assigned if such replaced Notes have been destroyed, lost or otherwise transferred stolen, such holder shall furnish Borrower with an indemnity in whole or writing reasonably acceptable to Borrower to save them harmless in part only by registration respect of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledreplaced Note." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that (a) At the Borrower will execute request of any Bank, the Borrower's obligation to pay the principal of, and deliver interest on, all the Loans made to each Lender it by such Bank shall be evidenced (i) if Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Note" and, collectively, the "Term Notes"), and (ii) the Tranche B Term Loans of such Lenderif Revolving Loans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Revolving Note" and, collectively, the "Revolving Notes"). (b) A Term Note"Note issued to any Bank that has a Term Loan Commitment or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Tranche C initial Term Loan Commitment of such Bank and be payable in the principal amount of Term Loans evidenced thereby, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to 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) A Revolving Note issued to any Bank that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank (or if issued after the termination thereof, in an amount equal to the outstanding Revolving Loans of such Lender substantially Bank at such time) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderLoan Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(iAgreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes (to the extent it has such Notes), endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees that Each Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of U.S. Borrower Revolving Loans, by a promissory note of the duly executed and delivered by each U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term “U.S. Borrower Revolving Note"” and, collectively, the “U.S. Borrower Revolving Notes”), (ii) in the Tranche B Term Loans case of such LenderDutch Borrower Revolving Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term “Dutch Borrower Revolving Note"” and, collectively, the “Dutch Borrower Revolving Notes” and, together with the U.S. Borrower Revolving Notes, the “Revolving Notes”), (iii) in the Tranche C Term Loans case of such Lender U.S. Borrower Swingline Loans, by a promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche C Term the “U.S. Borrower Swingline Note") ”), and (iv) in the Revolving Credit Loans case of such LenderDutch Borrower Swingline Loans, by a promissory note duly executed and delivered by each Dutch Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each, a “Dutch Borrower Swingline Note” and, together with the U.S. Borrower Swingline Note, the “Swingline Notes”). (a) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to date and 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. ("Revolving Credit Note")b) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request, obtain, maintain or produce a Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole evidencing its Loans to any Borrower shall affect, or in part only any manner impair, the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, each respective Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender, at such Borrower’s expense, the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A Term Revolving Note" and, collectively, the "), Revolving Notes") and (ii) in the Tranche B Term Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued to an Eligible Transferee after the Restatement Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Loans Commitment of such Lender substantially and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such LenderLoans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, substantially in Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the form delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Lender to date and principal amount ("Revolving Credit Note"). A request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provided). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note or Notes in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The Borrower agrees Any Lender may request that the Loans to be made by such Lender to the Borrower will execute and deliver Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to each Lender a promissory note the Administrative Agent, collectively be in the amount of the Borrower evidencing Maximum Commitment or (ii) if payable to a Lender, be in the amount of aggregate Commitments of the applicable Lender; (b) (i) except as provided in the Tranche A Term Loans penultimate sentence of this Section 3.01, be payable to Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate (or, if requested by such Lender, to such Lender and its registered assigns); (c) bear interest in accordance with Section 2.05; (d) be substantially in the form of Exhibit A-1 A attached hereto (with blanks appropriately completed in conformity herewith); and (e) be made by the appropriate insertions as Borrower Party. The Loans to date and be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B)(i) be payable to Administrative Agent for the account of the Lenders or their registered assigns, at the principal amount (a "Tranche A Term Note"), office of Administrative Agent or (ii) the Tranche B Term Loans of if requested at such times as there is only one Lender, such Lender or such other administrator or trustee for such Lender as such Lender may designate in writing (or, if requested by such Lender in writing, to such Lender and its registered assigns); (C) bear interest in accordance with Section 2.05; (D) be substantially in the form of Exhibit A-2 C attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (E) be duly executed by such Qualified Borrower. Each Borrower Party agrees, from time to date and principal amount time, upon the request of Administrative Agent, to reissue new Notes to Administrative Agent (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of or such Lender substantially in accordance with the next sentence and Section 12.11) in substitution for the Note previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender in the form amount of Exhibit A-3 with appropriate insertions as that Lender’s Commitments and, if necessary, issue a replacement Note to date Administrative Agent and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such each applicable Lender, substantially in such that all Notes then outstanding collectively provide for the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide)Maximum Commitment. Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment issuance of a Note and the Obligation evidenced thereby to a Lender shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in pursuant to this subsection 2.5(i)Section 3.01.

Notes. (a) The Borrower agrees that the Borrower will execute and deliver to Revolving Loans made by each Lender shall be evidenced by a promissory note Revolving Credit Note appropriately completed in substantially the form of EXHIBIT B-1. The Swingline Loans made by the Borrower evidencing Swingline Lender shall be evidenced by a Swingline Note appropriately completed in substantially the form of EXHIBIT B-2. (b) Each Revolving Credit Note issued to a Lender shall (i) be executed by the Tranche A Term Loans Borrower, (ii) be payable to the order of such Lender, substantially (iii) be dated as of the Amendment Effective Date, (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable to the Revolving Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. The amount of principal owing on each Revolving Credit Note at any given time shall be the aggregate amount of all Revolving Loans made under such Revolving Credit Note, less all payments of principal theretofore made by the Borrower and applied thereto in accordance with the terms of this Agreement. (c) Each Lender (or Swingline Lender, as applicable) will record on its internal records the amount and Type of each Revolving Loan, or Swingline Loan, as applicable, made by it and each payment received by it in respect thereof and will, in the form event of Exhibit A-1 with appropriate insertions any transfer of any of its Revolving Credit Notes or Swingline Notes, as to date and applicable, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of the Revolving Loans, or Swingline Loan, as applicable, evidenced thereby as of the date of transfer or provide such information on a schedule to the Assignment and Acceptance relating to such transfer; provided, however, that the failure of any Lender (a "Tranche A Term or Swingline Lender, as applicable) to make any such recordation or provide any such information, or any error therein, shall not affect the Borrower's obligations under this Agreement or the Revolving Credit Notes or the Swingline Note"). (d) The Swingline Note shall (i) be executed by the Borrower, (ii) be payable to the Tranche B Term Loans order of such the Swingline Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) be dated as of the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and Amendment Effective Date, (iv) the Revolving Credit Loans of such Lender, substantially be in the form of Exhibit A-4 with appropriate insertions as to date and a stated principal amount equal to the Swingline Commitment, ("Revolving Credit Note"). A Note v) bear interest in accordance with the provisions of SECTION 2.8, as the same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the Obligation evidenced thereby may other Credit Documents and subject to the provisions hereof and thereof. The amount of principal owing on each Swingline Note at any given time shall be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer aggregate amount of all or part Swingline Loans made under such Swingline Note, less all payments of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned principal theretofore made by the Administrative Agent to Borrower and applied thereto in accordance with the Borrower marked "cancelledterms of this Agreement." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, ----- and deliver interest on, the Loans made to it by each Lender shall be evidenced (i) if B Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A B Term Note" and, collectively, the "B Term Notes"), (ii) the Tranche B if C Term Loans of such LenderLoans-Floating Rate, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B C Term Note-Floating Rate" and, collectively, the "C Term Notes-Floating Rate"), (iii) the Tranche if C Term Loans of such Lender Loans-Fixed Rate, by promissory notes substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount B-3 (a the "Tranche C Term NoteNotes-Fixed Rate") and ), (iv) the Revolving Credit Loans of such Lenderif RF Loans, by a promissory note substantially in the form of Exhibit A-4 B-4 with appropriate insertions as blanks appropriately completed in conformity herewith (each, an "RF Note" and, collectively, the "RF Notes") and (v) if AF Loans, by a promissory note substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "AF Note" and, collectively, the "AF Notes"). (b) The B Term Note issued to date each Lender that makes any B Term Loan shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the B Term Commitment of such Lender on the Closing Date ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration the case of such assignment a new B Term Note issued pursuant to Section 1.13 or transfer of such Note 11.04, the B Term Loans and the Obligation evidenced thereby B Term Commitment then being assigned) and be payable in the Register principal amount of B Term Loans evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in iv) mature on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such ObligationB Maturity Date, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent 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 subsection 2.5(i)Agreement and the other Credit Documents. (c) The C Term Note-Floating Rate issued to each Lender that makes any C Term Loan-Floating Rate shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the C Term Loans-Floating Rate made by such Lender on the Closing Date (or in the case of a new C Term Note-Floating Rate issued pursuant to Section 1.13 or 11.04, the respective C Term Loans-Floating Rate evidenced thereby at the time of issuance) and be payable in the principal amount of C Term Loans-Floating Rate evidenced thereby, (iv) mature on the C Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans 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. (d) The C Term Note-Fixed Rate issued to each Lender that makes or acquires any C Term Loan-Fixed Rate shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the relevant C Term Loans- Fixed Rate continued by CoBank on the Closing Date (or in the case of a new C Term Note-Fixed Rate issued pursuant to Section 1.13 or 11.04, the respective C Term Loans Fixed Rate evidenced thereby at the time of issuance) and be payable in the principal amount of C Term Loans-Fixed Rate evidenced thereby, (iv) mature on the C Maturity Date, (v) bear interest as provided in Section 1.08(c) in respect of the Fixed Rate Loans evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The RF Note issued to each RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such RF Lender and be dated the Closing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such RF Lender and be payable in the principal amount of the RF Loans evidenced thereby, (iv) mature on the AF/RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) The AF Note issued to each AF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such AF Lender and be dated the Initial AF Borrowing Date, (iii) be payable in the principal amount of the AF Loans evidenced thereby, (iv) mature on the AF/RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (g) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees that Loans to be made by the Borrower will execute and deliver Lenders to each Lender a the Borrowers hereunder shall be evidenced by promissory note notes of the Borrower evidencing applicable Borrower. Each Note shall: (ia) be in the Tranche A Term Loans amount of the applicable Lender’s Commitment; (b) be payable to such Lender, substantially Lender at the principal office of the Administrative Agent; (c) bear interest in accordance with Section 2.06 hereof; (d) be in the form of Exhibit A-1 B attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (e) be made by the Borrower. The Loans to date and be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (a) be in the amount of the Loans to be advanced to such Qualified Borrower; (b) be payable to the order of Administrative Agent for the account of the Lenders, at the principal amount office of Administrative Agent; (a "Tranche A Term Note"), c) bear interest in accordance with Section ‎2.06; (iid) the Tranche B Term Loans of such Lender, substantially be in the form of Exhibit A-2 P attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower agrees, from time to date time, upon the request of the Administrative Agent or any affected Lender, to reissue new Notes, in accordance with the terms and principal amount (a "Tranche B Term Note")in the form heretofore provided, (iii) the Tranche C Term Loans to any Lender and any Assignee of such Lender substantially in the form accordance with Section 13.12 hereof, in renewal of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender substitution for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed previously issued by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued Borrower to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledaffected Lender." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to Subsection 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A Term Note"or acquired by assignment pursuant to Subsection 11.6(b), ) by such Lender to the Borrower. Each Note shall be dated the Closing Date and shall be payable as provided in Subsection 2.2(b) and provide for the payment of interest in accordance with Subsection 4.1. (iib) the Tranche B The Initial Term Loans of such Lender, substantially in all the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Lenders shall be registered payable in consecutive quarterly installments up to and including the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by Maturity Date (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued subject to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent reduction as provided in this subsection 2.5(iSubsection 4.4)., on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. The Borrower agrees that At the Borrower will execute request of such Bank, the Ratable Loan made by each Bank under this Agreement shall be evidenced by, and deliver to each Lender repaid with interest in accordance with, a single promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date EXHIBIT B duly completed and executed by Borrower, in the principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any new or substitute notes pursuant to Section 2.19, 3.07 or 12.05, a "Tranche A Term “Ratable Loan Note"”), (ii) the Tranche B Term . The Bid Rate Loans of such Lenderthe Banks shall be evidenced by a single global promissory note of Borrower, substantially in the form of Exhibit A-2 with appropriate insertions as to date EXHIBIT B-1, duly completed and executed by Borrower, in the principal amount of the Bid Borrowing Limit, payable to Administrative Agent for the account of the respective Banks making Bid Rate Loans (a "Tranche B Term such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the “Bid Rate Loan Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"”). A Note particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and the Obligation evidenced thereby Bid Rate Loan Note are referred to collectively in this Agreement as the “Notes”. The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be assigned accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each LIBOR Bid Rate Loan and/or Absolute Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise transferred in whole affect the obligations of Borrower under this Agreement or in part only by registration the Notes. In case of any loss, theft, destruction or mutilation of any Bank’s Note, Borrower shall, upon its receipt of an affidavit of an officer of such assignment Bank as to such loss, theft, destruction or transfer of mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Note and the Obligation evidenced thereby Bank in the Register (same principal amount and each Note shall expressly so provide). Any assignment otherwise of like tenor as the lost, stolen, destroyed or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledmutilated Note." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of a Revolving Loan, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date blanks appropriately completed in conformity herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”) and principal amount (a "Tranche A Term Note"), (ii) in the Tranche B Term Loans case of such Lendera Swingline Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as blanks appropriately completed in conformity herewith (each a “Swingline Note” and, collectively, the “Swingline Notes”). (b) The Revolving Note issued to each requesting Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date and principal amount (a "Tranche B Term Note"of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender substantially at such time) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and outstanding principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the respective Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and/or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the requesting Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to, voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such LenderLoans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, substantially in Notes shall only be delivered to Lenders which at any time specifically request the form delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Lender to date and principal amount ("Revolving Credit Note"). A request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in the preceding clause (and each Note shall expressly so provided). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that the Borrower will execute and deliver to Revolving Credit Loans of each Lender to Borrower shall be evidenced, respectively, by a promissory note Revolving Credit Note of Borrower payable to the Borrower evidencing (i) order of such Lender in principal amounts equal to the Tranche A Term Loans amount of such Lender’s Revolving Credit Commitment, each shall be in substantially in the form of Exhibit A-1 B attached hereto and incorporated herein by reference with appropriate insertions (the “Revolving Credit Note” and, collectively, as the same may from time to date and time be amended, modified, extended, renewed, restated or replaced (including, without limitation, any Revolving Credit Note issued in full or partial replacement as a result of an assignment by a Lender), the “Revolving Credit Notes”). (b) The Swing Line Loans of U.S. Bank to Borrower shall be evidenced by a Swing Line Note of Borrower payable to the order of U.S. Bank in a principal amount (a "Tranche A Term Note")equal to the amount of the Swing Line Commitment, (ii) the Tranche B Term Loans of such Lender, which Swing Line Note shall be in substantially in the form of Exhibit A-2 C attached hereto and incorporated herein by reference (with appropriate insertions insertions) (as the same may from time to time be amended, modified extended, renewed or restated, the “Swing Line Note”). (c) Each Lender shall record in its books and records the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal amount (a "Tranche B Term Note")and/or interest made by Borrower with respect thereto; provided, (iii) however, that the Tranche C Term Loans obligation of Borrower to repay each Loan made to Borrower under this Agreement shall be absolute and unconditional, notwithstanding any failure of such Lender substantially to make any such recordation or any mistake by such Lender in connection with any such recordation. The books and records of each Lender showing the account between such Lender and Borrower shall be, to the extent they are made in accordance with the terms of the Transaction Documents, conclusive evidence of the items set forth therein in the form absence of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelleddemonstrable error." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 X-0, X-0 or A-3, as applicable (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A or acquired by assignment pursuant to subsection 10.6(b)) by such Lender to the Borrower. Each Note shall be payable as provided in subsection 2.2(b) (in the case of Initial Term Note"), Loans) or be stated to mature on the applicable Maturity Date (iiin the case of Revolving Loans) and provide for the Tranche B payment of interest in accordance with subsection 3.1. (b) The aggregate Initial Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Lenders shall be registered payable in consecutive quarterly installments beginning December 31, 2018 up to and including the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by Initial Term Loan Maturity Date (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued subject to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent reduction as provided in this subsection 2.5(i3.4)., on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 0.25% of the aggregate initial principal amount of the Initial Term Loans on the Effective Date Initial Term Loan Maturity Date All unpaid aggregate principal amounts of any outstanding Initial Term Loans

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of and deliver interest on all the Loans made to it by each Lender Bank are or shall be evidenced, as the case may be, (i) in the case of Revolving Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lendereach, a "REVOLVING NOTE"), substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount 1.05 (a "Tranche A Term Note"a) (i), duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith; (ii) in the Tranche B case of Acquisition Term Loans of such LenderLoans, by a promissory note (each, an "ACQUISITION TERM NOTE"), substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"1.05(a)(ii), duly executed and delivered by the Borrower with blanks appropriately completed in conformity herewith; (iii) the Tranche C Term Loans of such Lender substantially in the form case of Exhibit A-3 with appropriate insertions as to date and principal amount Supplemental Revolving Loans, by a promissory note (each, a "Tranche C Term NoteSUPPLEMENTAL REVOLVING NOTE") and (iv) the Revolving Credit Loans of such Lender), substantially in the form of Exhibit A-4 1.05 (a) (iii), duly executed and delivered by the Borrower, with appropriate insertions as blanks appropriately completed in conformity herewith; and (iv) in the case of Supplemental Term Loans, by a promissory note (each, a "SUPPLEMENTAL TERM NOTE"), substantially in the form of Exhibit 1.05(a)(iv), duly executed and delivered by the Borrower, with blanks appropriately completed in conformity herewith. (b) The Revolving Notes issued to date and each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank, and be payable in the aggregate principal amount of the outstanding Revolving Loans evidenced thereby, ("v) mature, with respect to each Revolving Credit Note"). A Note Loan evidenced thereby, on the Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Obligation Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby may thereby, and (viii) be assigned or otherwise transferred in whole or in part only by registration entitled to the benefits of such assignment or transfer of such Note this Agreement and the Obligation evidenced thereby in other applicable Credit Documents. On the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only Closing Date, upon surrender for registration of assignment or transfer delivery of the Note evidencing such ObligationRevolving Notes, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Existing Revolving Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledCanceled"." No assignment (c) The Acquisition Term Note of the Borrower issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a Note stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and the Obligation evidenced thereby shall be effective unless it shall have been recorded payable in the Register by aggregate principal amount of the Administrative Agent outstanding Acquisition Term Loans evidenced thereby, (v) mature, with respect to each Acquisition Term Loan evidenced thereby, on the Acquisition Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this subsection 2.5(iAgreement and the other applicable Credit Documents. On the Closing Date, upon delivery of the Acquisition Term Notes, the Existing Acquisition Term Notes shall be returned to the Borrower marked "Canceled". At any time after the Acquisition Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Acquisition Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Acquisition Term Loans made by such Bank (or its assignor). (d) The Supplemental Revolving Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Banks, and be payable in the aggregate principal amount of the Supplemental Revolving Loans evidenced thereby, (v) mature, with respect to each Supplemental Revolving Loan evidenced thereby, on the Supplemental Revolving Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Revolving Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iii) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the Supplemental Revolving Loan Commitment of such Bank on the Supplemental Term Loan Commitment Termination Date. (e) The Supplemental Term Notes issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank, (iii) be dated the Closing Date, (iv) be in a stated principal amount equal to the Supplemental Loan Commitment of such Bank, and be payable in the aggregate principal amount of the Supplemental Term Loans evidenced thereby, (v) mature, with respect to each Supplemental Term Loan evidenced thereby, on the Supplemental Term Loan Maturity Date, (vi) be subject to mandatory prepayment as provided in Section 3.03, (vii) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and the Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby, and (viii) be entitled to the benefits of this Agreement and other applicable Credit Documents. At any time after the Supplemental Term Loan Commitment Termination Date, at the Borrower's option or at the request of the Administrative Agent, each Supplemental Term Note shall be exchanged for a note in the form of Exhibit 1.05 (a) (iv) and meeting the above requirements, except that such replacement note should be in a stated principal amount equal to the aggregate principal amount of the Supplemental Term Loans made by such Bank (or its assignor). (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of the Loans evidenced thereby. Failure to make any such notation shall not affect the obligations of the Borrower or any other Credit Party hereunder or under any other applicable Credit Document in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the principal of, and interest on, the Loans made to the Borrower will execute and deliver to by each Lender shall be set forth (i) with respect to the Term Loans, on the Term Register maintained by the Administrative Agent and (ii) with respect to Revolving Loans, on the Revolving Register maintained by the Revolving Agent and, subject to the provisions of Section 1.05(b), (c) and (d), shall be evidenced by, at the request of the Revolving Agent or the Administrative Agent, as the case may be, a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date B for Revolving Loans (each, a “Revolving Note”) and principal amount Exhibit C for Term Loans (each, a "Tranche A “Term Note"”), with blanks appropriately completed in conformity herewith (each Revolving Note or Term Note, as the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) The Revolving Note issued to each Revolving Lender shall (i) be executed by the Borrower, (ii) be payable to such Revolving Lender or its registered assigns and be dated the Tranche B Term Loans of such Lender, substantially Closing Date (or in the form case of Exhibit A-2 with appropriate insertions as to any Revolving Note issued after the Closing Date, the date and principal amount (a "Tranche B Term Note"of issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Loans Revolving Commitment of such Revolving Lender substantially on the date of the issuance thereof and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loan evidenced thereby from time to time, (iv) mature on the Revolving Credit Loans Maturity Date, (v) bear interest as provided herein and (vi) be entitled to the benefits of this Agreement and the other Loan Documents. (c) The Term Note issued to each Term Lender shall (i) be executed by the Borrower, (ii) be payable to such Term Lender or its registered assigns and be dated the Closing Date (or, in the case of any Term Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the principal amount of the Term Loan of such Lender, substantially Term Lender on the date of the issuance thereof and be payable in the form of Exhibit A-4 with appropriate insertions as to date and principal amount of the Term Loan evidenced thereby from time to time, ("Revolving Credit Note"). A Note iv) mature on the Maturity Date, (v) bear interest as provided for herein and (vi) be entitled to the benefits of this Agreement and the Obligation evidenced thereby may other Loan Documents. (d) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be assigned or otherwise transferred in whole or in part only by registration delivered to those Lenders that at any time specifically request the delivery of such assignment Notes. The failure of any Lender to request or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by obtain a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent its Loans to the Borrower marked "cancelled." No assignment shall not affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) and shall not in any way affect the security or Guarantees provided pursuant to the Loan Documents. At any time if any Lender shall request the delivery of a Note to evidence any of its Loans, the Borrower promptly shall execute and deliver to that Lender the Obligation evidenced thereby shall be effective unless it shall have been recorded requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver interest on, the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A Term Revolving Note" and collectively the "Revolving Notes"), and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be payable to the order of such Bank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iii) mature on the Tranche C Term Loans of such Lender substantially Maturity Date, (iv) bear interest as provided in the form appropriate clause of Exhibit A-3 with appropriate insertions Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to date mandatory repayment as provided in Section 4.02 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note shall (i) be payable to the order of Scotiabank and be dated the Restatement Effective Date, (ii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (a "Tranche C Term Note"iii) mature on the Swingline Termination Date, (iv) bear interest as provided in Section 1.08(a) and (ivv) be entitled to the Revolving benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby and the last date or dates on which interest has been paid in respect of the Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such LenderLoans, substantially in or affect the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration validity of such assignment or transfer by any Bank of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledNote." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Initial Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche A each, an “Initial Term Note"” and, collectively, the “Initial Term Notes”), (ii) in the Tranche B Term Loans case of such LenderRevolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term “Revolving Note"” and, collectively, the “Revolving Notes”), (iii) in the Tranche C Term Loans case of such Lender Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche C Term the “Swingline Note") ”), and (iv) in the Revolving Credit Loans case of such LenderIncremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to date and 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. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. Each Tranche A-1 Loan shall be evidenced by a Tranche A-1 Note (which qualifies as a xxxxxx under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (ii) each Tranche A-2 Loan shall be evidenced by a Tranche A-2 Note (which qualifies as a xxxxxx under Mexican law), executed by AgileThought Mexico as issuer and each Mexican Loan Party, por aval; (iii) each Tranche B-1 Loan shall be evidenced by a Tranche B-1 Note, executed by Ultimate Holdings as issuer; (iv) each Tranche B-2 Loan shall be evidenced by a Tranche B-2 Note, executed by Ultimate Holdings as issuer; (v) each Tranche C Loan shall be evidenced by a Tranche C Note, executed by Ultimate Holdings as issuer; (vi) each Tranche D Loan shall be evidenced by a Tranche D Note, executed by Ultimate Holdings as issuer; and (vii) each Tranche E Loan shall be evidenced by a Tranche E Note, executed by Ultimate Holdings as issuer. The Borrower agrees that Notes shall be delivered to each Lender for the Borrower will benefit of such Lender on or before the Closing Date (or with respect to Tranche E Notes, on or before the Amendment No. 1 Effective Date), appropriately completed. Each Loan and interest thereon shall at all times (including after assignment pursuant to Section 15.6) be represented by one or more Notes in such form payable to the payee named therein. Each Lender shall be entitled to have its Notes substituted, exchanged or subdivided for Notes of lesser denominations in connection with a permitted assignment of all or any portion of such Lender’s Loans and Notes pursuant to Section 15.6. In case of theft, partial or complete destruction or mutilation of any Note, the relevant Lender shall be entitled to request to the Borrowers, and the Borrowers shall promptly (but in any event within ten days of such notice) execute and deliver to each Lender in lieu thereof a promissory note of new Note, dated the Borrower evidencing (i) same date as the Tranche A Term Loans of such Lenderlost, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term stolen, destructed or mutilated Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that (a) If requested by a Bank, the Borrower will execute Borrower’s obligation to pay the principal of, and deliver interest on, all the Loans made to it by such Bank shall be evidenced by a Revolving Note payable to each Lender Bank and a promissory note of Swingline Note payable to the Borrower evidencing Swingline Bank, as applicable. (b) The Revolving Note issued to each Bank shall (i) be executed by the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note")Borrower, (ii) be payable to the Tranche B Term Loans order of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note")Bank or its registered assigns, (iii) be in a stated principal amount equal to the Tranche C Term Loans Revolving Loan Commitment of such Lender substantially Bank and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderMaturity Date, substantially (v) bear interest as provided in the form appropriate clause of Exhibit A-4 with appropriate insertions Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to date voluntary prepayment as provided in Section 4.01, and principal amount mandatory repayment as provided in Section 4.02, and ("Revolving Credit Note"). A Note vii) be entitled to the benefits of this Agreement and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such other Credit Documents. (c) The Swingline Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note Swingline Bank shall (i) be returned executed by the Administrative Agent Borrower, (ii) be payable to the Borrower marked "cancelled." No assignment order of the Swingline Bank or its registered assigns, (iii) be in a Note stated principal amount equal to the Maximum Swingline Amount and the Obligation evidenced thereby shall be effective unless it shall have been recorded payable in the Register by principal amount of the Administrative Agent Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower’s obligations in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Replacement Term B-1 Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 G-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A “Replacement Term B-1 Note"” and, collectively, the “Replacement Term B-1 Notes”), (ii) in the Tranche B case of Replacement Term Loans of such LenderB-2 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 G-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B “Replacement Term B-2 Note"” and, collectively, the “Term Notes”), (iii) in the Tranche C Term Loans case of such Lender Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 H, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term “Revolving Note") ” and, collectively, the “Revolving Notes”), and (iv) in the Revolving Credit Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-4 I, with appropriate insertions as 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 date and 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. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. A No failure of any Lender to request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various 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 preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The (a) Borrower agrees that upon written notice by Agent to Borrower that a promissory note or other evidence of indebtedness is requested by Lenders to evidence the Loan and other Obligations owing or payable to, or to be made by, Lenders, Borrower will shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to each Lender Agent a promissory note in favor of Agent, for the Borrower evidencing (i) the Tranche A Term Loans benefit of such LenderLenders, substantially in the form attached hereto as Exhibit C. (b) Upon Agent’s written request, and in any event within ten (10) Business Days of Exhibit A-1 with appropriate insertions any such request, Borrower shall execute and deliver to Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as to date and Agent shall specify in its sole discretion; provided that the aggregate principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be issued replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the designated Assignee replacement Notes; and (c) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the old Note ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be returned by surrendered to Borrower after Agent’s receipt of the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note replacement Notes; and the Obligation evidenced thereby shall be effective unless it shall if such replaced Notes have been recorded destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in the Register by the Administrative Agent as provided writing reasonably acceptable to Borrower to save them harmless in this subsection 2.5(i)respect of such replaced Note.

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of requests relating to the Tranche G Term Loans), the Tenth Amendment Closing Date (in the case of requests relating to the Tranche H Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Xxxxxx’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Note")Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date, (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date, (ix) in respect of Tranche G Term Loans shall be dated the Eighth Amendment Closing Date and (x) in respect of Tranche H Term Loans shall be dated the Tenth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of such Lenderall the Lenders shall be payable in consecutive quarterly installments beginning on December 31, substantially in 2013 up to and including the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (iiior, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Tranche C Term Loans of such Lender substantially shall be repaid in full on the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note"Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (e) and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and The unpaid aggregate principal amount ("Revolving Credit Note"). A Note and of the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Tranche D Term Loans shall be registered repaid in full on the Register only upon surrender for registration of assignment or transfer Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes Tranche E Term Loans shall be issued to repaid in full on the designated Assignee and Tranche E Term Loan Maturity Date (or, if such day is not a Business Day, on the old Note immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be returned by repaid in full on the Administrative Agent to Tranche F Term Loan Maturity Date (or, if such day is not a Business Day, on the Borrower marked "cancelledimmediately preceding Business Day)." No assignment (h) The unpaid aggregate principal amount of a Note and the Obligation evidenced thereby Tranche G Term Loans shall be effective unless it shall have been recorded repaid in full on the Register by Tranche G Term Loan Maturity Date (or, if such day is not a Business Day, on the Administrative Agent as provided in this subsection 2.5(iimmediately preceding Business Day). (i) The unpaid aggregate principal amount of the Tranche H Term Loans shall be repaid in full on the Tranche H Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day).

Notes. The Borrower agrees Sections 2.11(a) and (b) of the Agreement are hereby amended in its entirety as follows: (a) Borrowers agree that, upon the request to Agent by any Lender if and to the extent that such Lender has a Commitment as of the Borrower date of such request, or in connection with any assignment pursuant to Section 11.5(c), to evidence such Lender’s Loans, Borrowers will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche Revolving Note, Term A Note and/or Term Loans of such LenderB Note, as applicable, substantially in the form forms of Exhibit A-1 2.11(a), with appropriate insertions as to payee, date and principal amount (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche “Note” and, collectively, the “Notes”), payable to the order of such Lender and in a principal amount equal to such Lender’s Revolving Credit Commitment, Term Loan A Commitment and/or Term Note")Loan B Commitment, as applicable. Each Note shall (x) be dated the date the applicable Commitment became effective, (y) be payable as provided herein and (z) provide for the payment of interest in accordance with Section 2.4. (b) The Revolving Loans and Borrowers’ obligation to repay the same shall be evidenced by the Revolving Notes, this Agreement and the books and records of Agent and the Revolving Loan Lenders. The Term Loans A and Borrowers’ obligation to repay the same shall be evidenced by the Term A Notes, this Agreement and the books and records of Agent and the Term Loan A Lenders. The Term Loans B and Borrowers’ obligation to repay the same shall be evidenced by the Term B Notes, this Agreement and the books and records of Agent and the Term Loan B Lenders. Agent shall maintain the Register pursuant to Section 10.13, and a sub-account therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder, whether each such Loan is a LIBOR Lending Rate Portion, a Prime Lending Rate Portion or the COF Lending Rate Loans, and each Interest Period, if any, applicable thereto, (ii) the Tranche B Term Loans amount of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as any principal or interest due and payable or to date become due and principal amount (a "Tranche B Term Note"), payable from Borrowers to each Lender hereunder and (iii) both the Tranche C Term Loans amount of any sum received by Agent hereunder from Borrowers and each Lender’s share thereof; provided, however, any failure by Agent to maintain the Register or any such Lender substantially in the form of Exhibit A-3 sub-account with appropriate insertions as respect to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lenderany Loan or continuation, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned conversion or payment thereof shall not limit or otherwise transferred in whole affect Borrowers’ obligations hereunder or in part only by registration of such assignment or transfer of such Note and under the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledNotes." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that the Borrower will shall execute and deliver to each Lender the Agent on the Effective Date (i) a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and B-1 in the principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (a such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), the "Tranche A Term Note"), and (ii) the Tranche B Term Loans of such Lender, promissory notes substantially in the form of Exhibit A-2 with appropriate insertions as to date and B-2 in the principal amount of Tranche B of the Loan outstanding on the date hereof owing to each Tranche B Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B Term Note"), (iii) " and the Tranche C Term Loans of such Lender substantially in B Notes collectively, together with the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a Tranche A Note, the "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit NoteNotes"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Each Note shall be registered made payable to the Agent at the office of the Agent; provided that at the request of any Lender, the Borrower shall execute and deliver a Note (or replacement thereof) payable directly to such Lender in the Register only upon surrender for registration amount of assignment its interest in the Loan. If a Note is mutilated, lost, stolen or transfer destroyed, the Borrower shall issue a new Note of the same tranche, in the same principal amount and having the same interest rate, date and maturity as the Note evidencing such Obligationso mutilated, duly lost, stolen or destroyed endorsed by (to indicate all payments thereon. In the case of any lost, stolen or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereofdestroyed Note, and thereupon one or more new Notes there shall first be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent furnished to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such loss, theft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be effective unless it null and void and of no further force and effect, and shall have been recorded in be contemporaneously returned to the Register by the Administrative Agent as provided in this subsection 2.5(i)Borrower for cancellation.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropri- ately completed in conformity herewith (each, a "Tranche A Term Revolving Note" and, collectively, the "), Revolving Notes") and (ii) the Tranche B Term Loans of such Lenderif Swingline Loans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche C Term Revolving Loan Commitment of such Bank (or, if issued after the termination of such Revolving Loan Commitment, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender substantially Bank at such time) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderFinal Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees principal of and interest on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes are payable on a superior basis to such payments on the Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes; provided, however, that current principal and interest may be paid on the Borrower Class B Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class B Notes if all principal and interest payments due and owing at such time on the Class A Notes and any Issuer Derivative Payments which are paid on a parity with interest on the Class A Notes have been previously made or provided for as provided in the Indenture. Except as provided in the Indenture, principal allocated to pay the Class A Notes will execute and deliver be use to each Lender a promissory note provide for payment of the Borrower evidencing (i) Class A-1 Notes, then to provide for payment of the Tranche A Term Loans Class A-2 Notes, then to provide for payment of such Lenderthe Class A-3 Notes, substantially then to provide for payment of the Class A-4 Notes, then, on a pro rata basis, to provide for payment of the Class A-5a Notes, the Class A-5b Notes and Class A-5c Notes, and then, on a pro rata basis to provide for payment of the Class B-1 Notes and Class B-2 Notes. Reference is hereby made to the Indenture, copies of which are on file at the designated corporate trust office of the Indenture Trustee, and to all of the provisions of which any Registered Owner of this note by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the security for the Series 2004-2 Notes; the Issuer's student loan origination and acquisition program; the revenues and other money pledged to the payment of the principal of and interest on the Series 2004-2 Notes; the nature and extent and manner of enforcement of the pledge; the conditions upon which the Indenture may be amended or supplemented with or without the consent of the Registered Owners of the Series 2004-2 Notes and any Counterparty; the rights and remedies of the Registered Owner hereof with respect hereto and thereto, including the limitations upon the right of a Registered Owner hereof to institute any suit, action, or proceeding in equity or at law with respect hereto and thereto; the rights, duties, and obligations of the Issuer and the Indenture Trustee thereunder; the terms and provisions upon which the liens, pledges, charges, trusts, and covenants made therein may be discharged at or prior to the stated maturity or earlier redemption of this note, and this note thereafter shall no longer be secured by the Indenture or be deemed to be Outstanding, as defined in the form Indenture, thereunder; and for the other terms and provisions thereof. THE SERIES 2004-2 NOTES ARE LIMITED OBLIGATIONS OF THE ISSUER, PAYABLE SOLELY FROM, AND FURTHER SECURED BY, THE TRUST ESTATE, AS DEFINED IN THE INDENTURE. No recourse, either directly or indirectly, shall be had for the payment of Exhibit A-1 with appropriate insertions the principal of and interest on this note or any claim based hereon or in respect hereof or of the Indenture, against the Indenture Trustee, or any incorporator, director, officer, employee, or agent of the Issuer, nor against the State of Nebraska, or any official thereof, but the obligation to pay all amounts required by the Indenture securing this note and the obligation to do and perform the covenants and acts required of the Issuer therein and herein shall be and remain the responsibility and obligation of said Issuer, limited as herein set forth. Subject to date and principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially restrictions specified in the form of Exhibit A-2 with appropriate insertions Indenture, this note is transferable on the note register kept for that purpose by the Indenture Trustee, as to date and principal amount (a "Tranche B Term Note")registrar, (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender of this note for registration of assignment or transfer at the designated corporate trust office of the Note evidencing such ObligationIndenture Trustee, duly endorsed by (by, or accompanied by a written instrument of assignment or transfer transfer, in form satisfactory to the Indenture Trustee duly executed by) , the holder thereofRegistered Owner hereof or his attorney duly authorized in writing, and thereupon one or more new Series 2004-2 Notes shall of the same class, Stated Maturity, of authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount will be issued to the designated Assignee transferee or transferees. At the option of the Registered Owner, any Series 2004-2 Note may be exchanged for other Series 2004-2 Notes in authorized denominations upon surrender of the Series 2004-2 Note to be exchanged at the designated corporate trust office of the Indenture Trustee. Upon any such presentation for exchange, one or more new Series 2004-2 Notes of the same class, Stated Maturity, in authorized denominations, bearing interest at the same rate, and for the same aggregate principal amount as the Series 2004-2 Note or Series 2004-2 Notes so surrendered will be issued to the Registered Owner of the Series 2004-2 Note or Series 2004-2 Notes so surrendered; and the old Series 2004-2 Note or Series 2004-2 Notes so surrendered shall thereupon be cancelled by the Indenture Trustee. Notwithstanding the foregoing, so long as the ownership of the Series 2004-2 Notes is maintained in book-entry form by The Depository Trust Company (the "Securities Depository") or a nominee thereof, this note may be transferred in whole but not in part only to the Securities Depository or a nominee thereof or to a successor Securities Depository or its nominee. The Issuer, the Indenture Trustee, and any agent of either of them shall treat the Person in whose name this note is registered as the Registered Owner hereof (a) on the record date for purposes of receiving timely payment of interest hereon, and (b) on the date of surrender of this note for purposes of receiving payment of principal hereof at its stated maturity and (c) for all other purposes, whether or not this note is overdue, and none of the Issuer, the Indenture Trustee, or any such agent shall be returned affected by notice to the contrary. To the extent permitted by the Administrative Agent to Indenture, modifications or alterations of the Borrower marked "cancelled." No assignment Indenture and any supplemental indenture may be made with the consent of less than all of the Registered Owners of the Series 2004-2 Notes then outstanding or without the consent of any of such Registered Owners (by reason of a Note change in the Higher Education Act or Regulation or to cure ambiguities or conflicts), but such modification or alteration is not permitted to affect the maturity date, Stated Maturity, amount, Quarterly Distribution Date, or rate of interest on any outstanding Series 2004-2 Notes or affect the rights of the Registered Owners of less than all of the Series 2004-2 Notes outstanding. The Registered Owner hereof shall not have the right to demand payment of this note or any interest hereon out of funds raised or to be raised by taxation. Any capitalized term used herein and not otherwise defined herein shall have the same meaning ascribed to such term in the Indenture unless the context shall clearly indicate otherwise. It is hereby certified and recited that all acts and things required by the laws of the State of Nebraska to happen, exist, and be performed precedent to and in the issuance of this note, and the Obligation evidenced thereby shall be effective unless it shall passage of said resolution and the execution of said Indenture, have happened, exist and have been recorded in the Register by the Administrative Agent performed as provided in this subsection 2.5(i)so required.

Notes. The Borrower agrees that (a) Each Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of A Term Loans, by a promissory note of duly executed and delivered by the U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche each, an “A Term Note"” and, collectively, the “A Term Notes”), (ii) in the Tranche case of B Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche “B Term Note"” and, collectively, the “B Term Notes”), (iii) in the Tranche C Term Loans case of such Lender Revolving Loans, by a promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit A-3 B-3-A (in the case of 2016 Revolving Loans) or B-3-B (in the case of 2017 Revolving Loans), with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term “Revolving Note") ” and, collectively, the “Revolving Notes”), and (iv) in the Revolving Credit Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the applicable Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as 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 date and 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. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request or obtain a Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole evidencing its Loans to any Borrower shall affect or in part only any manner impair the obligations of the Borrowers to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the respective Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Revolving Loans shall be evidenced by amended and restated promissory notes in the Borrower will execute form of Exhibits A- 1, A-2 and deliver to each Lender A-3 herexx, xxxx xxxxxxx xo the order of a promissory note Lender, dated the date of this Agreement, and in the Borrower evidencing (i) the Tranche A Term Loans principal amount of such Lender's Revolving Commitment (the "Revolving Notes"). (b) The Operating Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits B- 1, substantially B-2 and B-3 hereto, each payable to the order of a Lender, dated the date of this Agreement, and in the principal amount of such Lender's Operating Commitment (the "Operating Notes"). (c) The Long-term Acquisition Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits C-1 and C-2 hereto, payable to the order of Seafirst and U.S. Bank, respectively, dated the date of this Agreement, and in the principal amount of each such Lender's Long-term Acquisition Commitment (the "Long-term Acquisition Notes"). (d) The Short-term Acquisition Loans shall be evidenced by amended and restated promissory notes in the form of Exhibits D-1 and D-2 hereto, payable to the order of Seafirst and U.S. Bank, respectively, dated the date of this Agreement and in the principal amount of each such Lender's Short-term Acquisition Commitment (the "Short-term Acquisition Notes"). (e) The Overnight Loans shall be evidenced by an amended and restated promissory note in the form of Exhibit A-1 with appropriate insertions as E hereto, payable to the order of U.S. Bank, dated the date of this Agreement and in the principal amount of U.S. Bank's Overnight Commitment (a the "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Overnight Note"). A Note Each Lender shall record in its records, or at its option on a schedule attached to its Note, the date and amount of each Loan, the Obligation evidenced thereby may interest rate applicable to such Loan and, in the case of LIBOR Loans, the Applicable Interest Period. The aggregate unpaid principal amount so recorded shall be assigned presumptive evidence of the principal amount owing and unpaid on the Note. The failure to so record any such amount or error in so recording such amount shall not, however, limit or otherwise transferred in whole affect the obligations of Borrower hereunder or in part only by registration of such assignment or transfer of such Note and under the Obligation evidenced thereby in Notes to repay the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer principal amount of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledLoans together with all interest accruing thereon." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced (i) if Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Revolving Note" and, collectively, the "), Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche C Term Loans Commitment of such Lender substantially and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderMaturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Note")Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date and, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date and (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. 1004254246v19 (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of such Lenderall the Lenders shall be payable in consecutive quarterly installments beginning on December 31, substantially in 2013 up to and including the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (iiior, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term 1004254246v19 Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Tranche C Term Loans of such Lender substantially shall be repaid in full on the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note"Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (e) and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and The unpaid aggregate principal amount of the Tranche D Term Loans shall be repaid in full on the Tranche D Term Loan Maturity Date ("Revolving Credit Note"or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Tranche E Term Loans shall be repaid in full on the Tranche E Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be repaid in full on the Tranche F Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).1004254246v19

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, ----- and deliver to interest on, the Loans made by each Lender Bank shall be evidenced (i) if Tranche A Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in ----------- conformity herewith (each, a "Tranche A Term Note" and, collectively, the ------------------- "Tranche A Term Notes"), (ii) the if Tranche B Term Loans of such LenderLoans, by a promissory note duly --------------------- executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2 ----------- with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B --------- Term Note" and, collectively, the "Tranche B Term Notes"), (iii) if Revolving --------- -------------------- Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in ----------- conformity herewith (each, a "Tranche C Term Revolving Note" and, collectively, the "Revolving -------------- --------- Notes") and (iv) if Swingline Loans, by a promissory note duly executed and ----- delivered by the Revolving Credit Loans of such Lender, Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (the "Revolving Credit Swingline Note"). -------------- (b) The Tranche A Term Note and issued to each Bank shall (i) be executed by the Obligation evidenced thereby may Borrower, (ii) be assigned or otherwise transferred in whole or in part only by registration payable to the order of such assignment or transfer of Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche A Term Loan made by such Note Bank on the Effective Date and the Obligation evidenced thereby be payable in the Register principal amount of Tranche A Term Loans evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in iv) mature on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such ObligationTranche A Term Loan Maturity Date, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche B Term Loans made by such Bank on the Effective Date and be payable in the principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, each Lender Lender's Loans shall be evidenced by (i) in the case of such Lender's Term Loans, a promissory note of (as the same may be amended, restated, supplemented or otherwise modified from time to time, a "TERM NOTE") duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and A hereto in a principal amount (a "Tranche A equal to such Lender's Term Note"), Loan with blanks appropriately completed in conformity herewith and (ii) in the Tranche B Term Loans case of such Lender's Revolving Loans, a promissory note (as the same may be amended, restated, supplemented or otherwise modified from time to time, a "REVOLVING NOTE") duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 with appropriate insertions as to date and B hereto in a principal amount equal to such Lender's Revolving Loan Commitment, with blanks appropriately completed in conformity herewith. Each Note issued to a Lender shall (a "Tranche B Term Note"), (iiix) be payable to the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans order of such Lender, substantially in (y) be dated the form date such Note was issued, and (z) mature on the Term Loan Maturity Date or the Revolving Loan Maturity Date, as the case may be. (b) Each Lender is hereby authorized, at its option, either (i) to endorse on the schedule attached to its Revolving Note (or on a continuation of Exhibit A-4 with such schedule attached to such Revolving Note and made a part thereof) an appropriate insertions as to notation evidencing the date and principal amount ("of each Revolving Credit Note"). A Note Loan evidenced thereby and the Obligation evidenced thereby date and amount of each principal and interest payment in respect thereof, or (ii) to record such Revolving Loans and such payments in its books and records. Such schedule or such books and records, as the case may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note be, shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer constitute prima facie evidence of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument accuracy of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledinformation contained therein." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that the Borrower will execute and deliver to Loans made by each Lender a promissory note of the Borrower evidencing shall be evidenced (i) in the Tranche A case of Term Loans Loans, by a Term Note appropriately completed in substantially the form of Exhibit A-1, (ii) in the case of Revolving Loans, by a Revolving Note appropriately completed in substantially the form of Exhibit A-2, and (iii) in the case of the Swingline Loans, by a Swingline Note appropriately completed in substantially the form of Exhibit A-3. (b) Each Term Note issued to a Lender with a Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, substantially (iii) be dated as of the Closing Date (or, in the form case of Exhibit A-1 with appropriate insertions as to a Term Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's Term Loan Commitment (or, in the case of a "Tranche A Term Note"Note issued after the Closing Date, in an amount equal to the unpaid principal amount of such Lender's Term Loan), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Revolving Note issued to a Lender with a Revolving Credit Commitment shall (i) be executed by the Borrower, (ii) be payable to the Tranche B Term Loans order of such Lender, substantially (iii) be dated as of the Closing Date (or, in the form case of Exhibit A-2 with appropriate insertions as to a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (a "Tranche B Term Note")v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Revolving Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) The Swingline Note shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender, (iii) be dated as of the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and Closing Date, (iv) be in a stated principal amount equal to the Revolving Swingline Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Swingline Loans, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Loans Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of such Lendereach Loan made by it and each payment received by it in respect thereof and will, substantially in the form event of Exhibit A-4 with appropriate insertions as to date and any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount ("Revolving Credit Note"). A Note and Type of the Obligation Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer as of the Note evidencing date of transfer or provide such Obligation, duly endorsed by (or accompanied by information on a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued schedule to the designated Assignee Assignment and Acceptance relating to such transfer; provided, however, that the old Note failure of any Lender to make any such recordation or provide any such information, or any error therein, shall be returned by not affect the Administrative Agent to Borrower's obligations under this Agreement or the Borrower marked "cancelledNotes." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Note")Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date and (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date. Each Note shall be payable as provided in Section 2.2(b) or (c), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of such Lenderall the Lenders shall be payable in consecutive quarterly installments beginning on December 31, substantially in 2013 up to and including the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), Loan Maturity Date (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as subject to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent reduction as provided in this subsection 2.5(iSection 4.4)., on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

Notes. The Borrower agrees that the Borrower will execute Unless otherwise requested by a Bank, any Ratable Loans and deliver to Swingline Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date EXHIBIT B duly completed and executed by Borrower, in a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Tranche A Term “Ratable Loan Note"”), (ii) the Tranche B Term . The Bid Rate Loans of such Lender, substantially the Banks shall be evidenced by a single global promissory note of Borrower in the form of Exhibit A-2 with appropriate insertions as to date EXHIBIT C, duly completed and executed by Borrower, in the principal amount of Six Hundred Twenty Five Million Dollars (a "Tranche B Term Note"$625,000,000), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as subject to date and principal amount (a "Tranche C Term Note"adjustment pursuant to Sections 2.16(a) and (iv) c), payable to Administrative Agent for the Revolving Credit account of the respective Banks making Bid Rate Loans of (such Lendernote, substantially in as the form of Exhibit A-4 with appropriate insertions as same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to date and principal amount ("Revolving Credit time, the “Bid Rate Loan Note"”). A particular Bank’s Ratable Loan Note, together with its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, or, in the case of Swingline Loans, in accordance with Section 2.03, in either case as the same may be accelerated in accordance with this Agreement. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loans made by such Bank. Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and the Obligation evidenced thereby may be assigned expiration of the Interest Period applicable thereto (i.e., the maturity date thereof). The failure by Administrative Agent or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise transferred in whole affect the obligations of Borrower under this Agreement or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note Notes. In connection with a Refinancing Mortgage, Borrower shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued deliver to the designated Assignee and the old Note shall be returned by Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested by Borrower, subject to the Borrower marked "cancelled." No assignment of a Note and Administrative Agent’s reasonable approval. Each reference in this Agreement to the Obligation evidenced thereby “Notes” shall be effective unless it shall have been recorded in deemed to refer to and include any or all of such mortgage notes, as the Register by the Administrative Agent as provided in this subsection 2.5(i)context may require.

Notes. (a) 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 Company, 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, all Loans made by a Bank or its Local Affiliate to such Borrower agrees that the Borrower will execute and deliver to each Lender shall, upon request by such Bank or its Local Affiliate, be evidenced (i) if Revolving Loans, by a promissory note duly executed and delivered to such 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"), (ii) if Bid Loans, by a promissory note duly executed and delivered to such Bank by the Company in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a "Bid Note" and, collectively, the "Bid Notes"), (iii) if Local Currency Loans, by a promissory note duly executed and delivered by such Borrower evidencing (i) the Tranche A Term Loans of to such Lender, Bank or its Local Affiliate substantially in the form of Exhibit A-1 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Local Currency Note" and, collectively, the ")Local Currency Notes") and (iv) if Swingline Loans, (ii) by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Company to ABN AMRO substantially in the form of Exhibit A-2 B-4 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (c) Each Bank will, (iii) and will cause its Local Affiliates, if any, to note on its or such Local Affiliate's internal records the Tranche C Term 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 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 shall not affect any Borrower's obligations in respect of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledLoans." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that 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 13.15 and shall, if requested by such Lender, also be evidenced (i) if Tranche A Term Loans, by a promissory note duly executed and delivered by the Borrower will execute substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) if Tranche B Term Loans, by a promissory note duly executed and deliver delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each a "Tranche B Term Note" and, collectively, the "Tranche B Term Notes"), (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"), and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Tranche A Term Note issued to each Lender that has a promissory note of the Borrower evidencing Tranche A Term Loan Commitment or outstanding Tranche A Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche A Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Tranche A Term Loans of such Lender, substantially Lender at such time) and be payable in the form of Exhibit A-1 with appropriate insertions as to date and outstanding principal amount (a "of Tranche A Term Note")Loans evidenced thereby, (iv) mature on the Tranche A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender that has a Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding Tranche B Term Loans of such Lender, substantially Lender at such time) and be payable in the form of Exhibit A-2 with appropriate insertions as to date and outstanding principal amount (a "of Tranche B Term Note"Loans evidenced thereby, (iv) mature on the Tranche B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender substantially at such time) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and outstanding principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderLoan Maturity Date, substantially (v) bear interest as provided in the form appropriate clause of Exhibit A-4 with appropriate insertions Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to date voluntary prepayment as provided in Section 4.01, and principal amount mandatory repayment as provided in Section 4.02, and ("Revolving Credit Note"). A Note vii) be entitled to the benefits of this Agreement and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such other Credit Documents. (e) The Swingline Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note Swingline Lender shall (i) be returned executed by the Administrative Agent Borrower, (ii) be payable to the Borrower marked "cancelled." No assignment Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of a Note and the Obligation Swingline Loans evidenced thereby shall be effective unless it shall have been recorded in from time to time, (iv) mature on the Register by the Administrative Agent Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees that (a) Upon the Borrower will execute written request of a Bank, the Borrower's obligation to pay the principal of, and deliver to interest on, the Loans made by each Lender Bank shall be evidenced (i) if Tranche A Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) the if Tranche B Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "Tranche B Term Notes"), (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Borrower substantially in the form of Exhibit A-3 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Revolving Credit Loans of such Lender, Borrower substantially in the form of Exhibit A-4 B-4 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (the "Revolving Credit Swingline Note"). . (b) The Tranche A Term Note and issued to each Bank shall (i) be executed by the Obligation evidenced thereby may Borrower, (ii) be assigned or otherwise transferred in whole or in part only by registration payable to the order of such assignment or transfer of Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche A Term Loan made by such Note Bank on the Effective Date and the Obligation evidenced thereby be payable in the Register principal amount of Tranche A Term Loans evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in iv) mature on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such ObligationTranche A Term Loan Maturity Date, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date, (iii) be in a stated principal amount equal to the Tranche B Term Loans made by such Bank on the Effective Date and be payable in the principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayments as provided in Section 4.01 and mandatory repayment as provided in

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced by (i) in the case of Revolving Loans, a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A Term Revolving Note" and, collectively, the "), Revolving Notes") and (ii) in the Tranche B Term Loans case of such LenderSwingline Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche B Term Swingline Note" and, collectively, the "Swingline Notes"). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or if issued thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Tranche C Term Loans Commitment of such Lender substantially and be payable in Dollars in the form of Exhibit A-3 with appropriate insertions as to date and outstanding principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderMaturity Date, substantially (v) bear interest as provided in the form appropriate clause of Exhibit A-4 with appropriate insertions Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to date voluntary prepayment as provided in Section 4.01, and principal amount mandatory repayment as provided in Section 4.02, and ("Revolving Credit Note"). A Note vii) be entitled to the benefits of this Agreement and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note other Credit Documents (to the extent and the Obligation evidenced thereby in the Register manner provided herein and therein). (and each c) The Swingline Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note Swingline Lender shall (i) be returned executed by the Administrative Agent Borrower, (ii) be payable to the Borrower marked "cancelled." No assignment Swingline Lender and be dated the Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in Dollars in the outstanding principal amount of a Note and the Obligation Swingline Loans evidenced thereby shall be effective unless it shall have been recorded in from time to time, (iv) mature on the Register by the Administrative Agent Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(iAgreement and the other Credit Documents (to the extent and in the manner provided herein and therein). (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver interest on, the Loans made to it by each Lender shall be evidenced (i) if Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Note" and, collectively, the "), Term Notes") and (ii) the Tranche B Term Loans of such Lenderif Revolving Loans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Revolving Note" and, collectively, the "Revolving Notes"). (b) The Term Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Tranche C Term Loans made by such Lender on the Initial Borrowing Date (or in the case of a new Term Note issued pursuant to Section 1.13 or 12.04, the Term Loans evidenced thereby at the time of issuance) and be payable in the principal amount of Term Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender substantially and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Lender and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderFinal Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and LIBOR Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal ----- of, and deliver interest on, the Loans made to it by each Lender shall be evidenced (i) if Tranche A Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A Term Note" and, collectively, the "Tranche A Term Notes"), (ii) the if Tranche B Term Loans of such LenderLoans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and collectively, the "Tranche B Term Notes"; together with the Tranche A Term Notes, the "Term Notes"), (iii) the Tranche C Term Loans of such Lender if Revolving Loans, by a promissory note substantially in the form of Exhibit A-3 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche C Term Revolving Note" and, collectively, the "Revolving Notes") and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Revolving Credit Loans of such Lender, Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (the "Revolving Credit Swingline Note"). . (b) The Tranche A Term Note and issued to each Lender with a Tranche A Term Commitment shall (i) be executed by the Obligation evidenced thereby may Borrower, (ii) be assigned or otherwise transferred in whole or in part only by registration payable to the order of such assignment or transfer of Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche A Term Loans made by such Note Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche A Term Loans made by such Lender on the Additional Borrowing Date, and the Obligation evidenced thereby be payable in the Register principal amount of Tranche A Term Loans evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in iv) mature on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such ObligationTranche A Term Facility Final Maturity Date, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Tranche B Term Note issued to each Lender with a Tranche B Term Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Additional Borrowing Date, (iii) be in a stated principal amount equal to (x) the Initial Tranche B Term Loans made by such Lender outstanding on the Additional Borrowing Date plus (y) the ---- Additional Tranche B Term Loans made by such Lender on the Additional Borrowing Date, and be payable in the principal amount of Tranche B Term Loans evidenced thereby, (iv) mature on the Tranche B Term Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender with a Revolving Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Commitment of such Lender and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Facility Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.2 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to Chemical shall (i) be payable to the order of Chemical and be dated the Initial Borrowing Date, (ii) be in a stated principal amount equal to the Swingline Commitment and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby, (iii) mature on the Swingline Expiry Date, (iv) bear interest as provided in the appropriate clause of Section 1.8 in respect of the Base Rate Loans evidenced thereby, (v) be subject to mandatory prepayment as provided in Section 4.2 and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of its Note, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Canadian Borrower’s (in the case of C Term Loans, Canadian Borrower agrees that Incremental Term Loans and Canadian Borrower Revolving Loans) and the U.S. Borrower’s (in the case of B Term Loans, U.S. Borrower will execute Incremental Term Loans, U.S. Borrower Revolving Loans and deliver Swingline Loans) 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 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of B Term Loans, by a promissory note of duly executed and delivered by the U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A “B Term Note"” and, collectively, the “B Term Notes”), (ii) in the Tranche B case of C Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Canadian Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B “C Term Note"” and, collectively, the “C Term Notes”), (iii) in the Tranche C Term Loans case of such Lender U.S. Borrower Revolving Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term “U.S. Borrower Revolving Note") and ” and, collectively, the “U.S. Borrower Revolving Notes”), (iv) in the case of Canadian Borrower Revolving Credit Loans of such LenderLoans, by a promissory note duly executed and delivered by the Canadian Borrower substantially in the form of Exhibit A-4 B-4, with blanks appropriately completed in conformity herewith (each, a “Canadian Borrower Revolving Note” and, collectively, the “Canadian Borrower Revolving Notes”), (v) in the case of Swingline Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (the “Swingline Note”) and (vi) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Incremental Term Loan Borrower for such Tranche substantially in the form of Exhibit B-6 (with such modifications thereto as may be necessary to reflect differing classes of Incremental Term Loans), with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) The B Term Note issued to each requesting Lender with a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding B Term Loans of such Lender at such time) and be payable in the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature on the respective Term Loan Maturity Date for B Term Loans, (v) bear interest as provided in the appropriate insertions clause of Section 2.08 in respect of the Base Rate Loans and LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The C Term Note issued to each requesting Lender with a C Term Loan Commitment or outstanding C Term Loans shall (i) be executed by the Canadian Borrower, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any C Term Note issued after the Initial Borrowing Date, the date and of issuance thereof), (iii) be in a stated principal amount ("Revolving Credit Note"expressed in U.S. Dollars) equal to the C Term Loans made by such Lender on the Initial Borrowing Date (or, in the case of any C Term Note issued after the Initial Borrowing Date, in a stated principal amount (expressed in U.S. Dollars) equal to the outstanding principal amount of the C Term Loan of such Lender at such time). A Note , (iv) be payable (in U.S. Dollars) in the principal amount of the C Term Loan evidenced thereby from time to time, (v) mature on the respective Term Loan Maturity Date for C Term Loans, (vi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and LIBO Rate Loans, as the case may be, evidenced thereby, (vii) be subject to voluntary repayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (viii) be entitled to the benefits of this Agreement and the Obligation other Credit Documents. (d) The Incremental Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Incremental Term Loan Borrower for such Tranche, (ii) be payable to such Lender (or an affiliate designated by such Lender) or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount (expressed in U.S. Dollars or Canadian Dollars, as applicable) equal to the Incremental Term Loan Commitment of such Lender on the respective Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount (expressed in U.S. Dollars or Canadian Dollars, as applicable) equal to the outstanding principal amount of the Incremental Term Loans of such Lender on the date of issuance thereof) and be payable (in U.S. Dollars or Canadian Dollars, as applicable) in the principal amount of the Incremental Term Loans evidenced thereby from time to time, (iv) mature on the respective Term Loan Maturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of Base Rate Loans, Canadian Prime Rate Loans, B/A Discount Rate Loans or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be assigned subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Canadian Borrower Revolving Note issued to each requesting Canadian Borrower RL Lender shall (i) be executed by the Canadian Borrower, (ii) be payable to such Canadian Borrower RL Lender (or otherwise transferred an affiliate designated by such Canadian Borrower RL Lender) or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in whole a stated principal amount (expressed in U.S. Dollars) equal to the Canadian Borrower Revolving Loan Commitment of such Canadian Borrower RL Lender (or, if issued after the termination thereof, be in a stated principal amount (expressed in U.S. Dollars) equal to the outstanding Canadian Borrower Revolving Loans of such Canadian Borrower RL Lender at such time) and be payable in the outstanding principal amount of the Canadian Borrower Revolving Loans evidenced thereby, provided that if, because of fluctuations in exchange rates after the date of issuance thereof, the Canadian Borrower Revolving Note of any Canadian Borrower RL Lender would not be at least as great as the outstanding principal amount (taking the U.S. Dollar Equivalent of all Canadian Dollar Denominated Revolving Loans evidenced thereby) of the Canadian Borrower Revolving Loans made by such Canadian Borrower RL Lender at any time outstanding, the respective Canadian Borrower RL Lender may request (and in such case the Canadian Borrower shall promptly execute and deliver) a new Canadian Borrower Revolving Note in an amount equal to the aggregate principal amount (taking the U.S. Dollar Equivalent of all Canadian Dollar Denominated Revolving Loans evidenced thereby) of the Canadian Borrower Revolving Loans of such Canadian Borrower RL Lender outstanding on the date of the issuance of such new Canadian Borrower Revolving Note, (iv) with respect to each Canadian Borrower Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Canadian Borrower Revolving Loan was made, (v) mature on the respective Revolving Loan Maturity Date, (vi) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans, Canadian Prime Rate Loans, B/A Discount Rate Loans, Bankers’ Acceptance Loans and/or LIBO Rate Loans, as the case may be, evidenced thereby, (vii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) The U.S. Borrower Revolving Note issued to each requesting Lender that has a U.S. Borrower Revolving Loan Commitment or outstanding U.S. Borrower Revolving Loans shall (i) be executed by the U.S. Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the U.S. Borrower Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding U.S. Borrower Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the U.S. Borrower Revolving Loans evidenced thereby, (iv) mature on the respective Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and/or LIBO Rate Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (g) The Swingline Note issued to the requesting Swingline Lender shall (i) be executed by the U.S. Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (h) 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 relevant Borrower’s obligations in respect of such Loans. (i) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to either Borrower shall affect or in part only any manner impair the obligations of the respective Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so providee). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the relevant Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender Bank shall be evidenced (i) if A Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a each, an "Tranche A Term Note" and, collectively, the "A Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) if Acquisition Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans Borrower substantially in the from of such Lender Exhibit B-3, with blanks appropriately completed in conformity herewith (each an "Acquisition Note" and collectively, the "Acquisition Notes"), and (iv) if Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each a "Revolving Note" and, collectively, the "Revolving Notes"). (b) The A Term Note issued to date each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount (a "Tranche C equal to the A Term Note") Loan Commitment of such Bank on the Restatement Effective Date and be payable in the principal amount of the A Term Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderA Term Loan Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the Guaranties and be secured by the Security Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the B Term Loan made by such Bank on the Restatement Effective Date and be payable in the principal amount of the B Term Loan evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the making of an incorrect notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligations to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Initial Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche A each an “Initial Term Note"” and, collectively, the “Initial Term Notes”), (ii) in the Tranche B Term Loans case of such LenderRevolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche B Term “Revolving Note"” and, collectively, the “Revolving Notes”), (iii) in the Tranche C Term Loans case of such Lender Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche C Term the “Swingline Note") ”), and (iv) in the Revolving Credit Loans case of such LenderIncremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to date and 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. ("Revolving Credit Note")c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. A No failure of any Lender to request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The Borrower agrees that (a) Each Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of U.S. Borrower Revolving Loans, by a promissory note of the duly executed and delivered by each U.S. Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term “U.S. Borrower Revolving Note"” and, collectively, the “U.S. Borrower Revolving Notes”), (ii) in the Tranche B Term Loans case of such LenderCanadian Borrower Revolving Loans, by a promissory note duly executed and delivered by the Canadian Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche B Term the “Canadian Borrower Revolving Note"”), and (iii) in the Tranche C Term Loans case of such Lender Swingline Loans, by a promissory note duly executed and delivered by each U.S. Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity herewith (the “U.S. Borrower Swingline Note”). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to date and any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit 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 LenderLoans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, substantially in Notes shall only be delivered to Lenders which at any time specifically request the form delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Lender to date and principal amount ("Revolving Credit Note"). A request, obtain, maintain or produce a Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole evidencing its Loans to any Borrower shall affect, or in part only any manner impair, the obligations of any applicable Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to any Credit Document. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideb). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the applicable Borrower or Borrowers shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender Bank shall be evidenced (i) if A Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a each, an "Tranche A Term Note" and, collectively, the "A Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) the Tranche if C Term Loans of such Lender Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term Note" and, collectively, the ") and C Term Notes"), (iv) if Acquisition Loans, by a promissory note duly executed and delivered by the Revolving Credit Loans of such Lender, Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as blanks appropriately completed in conformity herewith (each, an "Acquisition Note" and collectively, the "Acquisition Notes"), (v) if A Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an "A Revolving Note" and, collectively, the "A Revolving Notes") and (vi) if B Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-6, with blanks appropriately completed in conformity herewith (each, a "B Revolving Note" and, collectively, the "B Revolving Notes"). (b) The A Term Note issued to date each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the principal amount of the A Term Loans continued by such Bank on the Third Restatement Effective Date ("Revolving Credit Note"). or, in the case of any A Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the A Term Loans of such Bank on the date of the issuance thereof) and be payable in the Obligation principal amount of A Term Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and from time to time, (iv) mature on the Obligation evidenced thereby in the Register A Term Loan Maturity Date, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the Guaranties and be secured by the Security Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the principal amount of the B Term Loans continued by such Bank on the Third Restatement Effective Date (or, in the case of any B Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the B Term Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of B Term Loans evidenced thereby from time to time, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (d) The C Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the C Term Loan Commitment of such Bank on the Third Restatement Effective Date (or, in the case of any C Term Note issued after the Third Restatement Effective Date, in a stated principal amount equal to the outstanding principal amount of the C Term Loan of such Bank on the date of the issuance thereof) and be payable in the principal amount of C Term Loans evidenced thereby from time to time, (iv) mature on the C Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (e) The Acquisition Note issued to each Bank with an Acquisition Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the Acquisition Loan Commitment of such Bank (or, in the case of any Acquisition Note issued after the Acquisition Loan Termination Date, in a stated principal amount equal to the outstanding principal amount of the Acquisition Loans of such Bank on the date of the issuance thereof) and be payable in the principal amount of the Acquisition Loans evidenced thereby, (iv) mature on the Acquisition Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (f) The A Revolving Note issued to each Bank with an A Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the A Revolving Loan Commitment of such Bank and be payable in the principal amount of the A Revolving Loans evidenced thereby, (iv) mature on the A Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (g) The B Revolving Note issued to each Bank with a B Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Third Restatement Effective Date, (iii) be in a stated principal amount equal to the B Revolving Loan Commitment of such Bank and be payable in the principal amount of the B Revolving Loans evidenced thereby, (iv) mature on the B Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the Guaranties and be secured by the Security Documents. (h) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the making of an incorrect notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that the Borrower will execute and deliver to Loans made by each Lender a promissory note of the Borrower evidencing shall be evidenced (i) in the case of Tranche A-1 Term Loans, by a Tranche A-1 of Term Note appropriately completed in substantially the form of Exhibit A-1, (ii) in the case of Tranche A-2 Term Loans, by a Tranche A-2 Term Note appropriately completed in substantially the form of Exhibit A-2, (iii) in the case of Tranche B Term Loans, by a Tranche B Term Note appropriately completed in substantially the form of Exhibit A-3, and (iv) in the case of Revolving Loans, by a Revolving Credit Note appropriately completed in substantially the form of Exhibit A-4. (b) Each Tranche A Term Note issued to a Tranche A Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated in the case of the Tranche A-1 Note as of the Closing Date and, in the case of the Tranche A-2 Note, as of the Acquisition Closing Date, (iv) be in a stated principal amount equal to, in the case of the Tranche A-1 Note, two-thirds of such Lender's Tranche A Commitment, and, in the case of the Tranche A-2 Note, one-third of such Lender's Tranche A Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Tranche A Term Loans Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Tranche B Term Note issued to a Tranche B Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, substantially (iii) be dated as of the Acquisition Closing Date, (iv) be in the form of Exhibit A-1 with appropriate insertions as to date and a stated principal amount equal to such Lender's Tranche B Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Tranche B Term Loan made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (d) Each Revolving Credit Note issued to a "Tranche A Term Note")Revolving Lender shall (i) be executed by the Borrower, (ii) be payable to the Tranche B Term Loans order of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) be dated as of the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and Closing Date, (iv) be in a stated principal amount equal to such Lender's Revolving Credit Commitment, (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable to the Revolving Loans made by such Lender from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Loans Documents and subject to the provisions hereof and thereof. (e) Each Lender will record on its internal records the amount and Type of such Lendereach Loan made by it and each payment received by it in respect thereof and will, substantially in the form event of Exhibit A-4 with appropriate insertions as to date and any transfer of any of its Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount ("Revolving Credit Note"). A Note and Type of the Obligation Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer as of the Note evidencing date of transfer or provide such Obligation, duly endorsed by (or accompanied by information on a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued schedule to the designated Assignee Assignment and Acceptance relating to such transfer; provided, however, that the old Note failure of any Lender to make any such recordation or provide any such information, or any error therein, shall be returned by not affect the Administrative Agent to Borrower's obligations under this Agreement or the Borrower marked "cancelledNotes." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Loans to be made by Lenders to Borrower agrees that hereunder shall be evidenced by promissory notes of Borrower. Each Note shall: (a) be in the Borrower will execute and deliver to each Lender a promissory note amount of the Borrower evidencing applicable aggregate Commitments of the applicable Lender Group; (ib) be payable to the Tranche A Term Loans order of the Managing Agent for such Lender, substantially Lender Group; (c) bear interest in accordance with the provisions hereof; (d) be in the form of Exhibit A-1 B-1 attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (e) be made by the Borrower. The Loans to date and principal be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a Qualified Borrower Promissory Note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall: (a) be in the amount (a "Tranche A Term Note"), (ii) of the Tranche B Term applicable aggregate Loans of the applicable Lender Group to be advanced to such Lender, substantially Qualified Borrower; (b) be payable to the order of the Managing Agent for such Lender Group; (c) bear interest in accordance with the provisions hereof; (d) be in the form of Exhibit A-2 B-2 attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (e) be duly executed by such Qualified Borrower. Each Borrower Party agrees, from time to date time, upon the request of Administrative Agent or any applicable Managing Agent, to reissue new Notes, in accordance with the terms and principal amount (a "Tranche B Term Note")in the form heretofore provided, (iii) the Tranche C Term Loans to any Lender and any Assignee of such Lender substantially in accordance with Section 14.12(b) hereof, in renewal of and substitution for the form Note previously issued by such Borrower Party to the Managing Agent for the affected Lender Group, and such previously issued Notes shall be returned to the applicable Borrower Party marked “cancelled”. Each Managing Agent shall, and is hereby authorized to, make a notation on the schedule attached to the Note of Exhibit A-3 with appropriate insertions as to the date and principal the amount (a "Tranche C Term Note") of each Loan and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and amount of each payment of principal amount ("Revolving Credit Note"). A Note thereon, and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or prior to any transfer of the Note, such Managing Agent shall endorse the outstanding principal amount of the Note evidencing on the schedule attached thereto; provided, however, that failure to make such Obligation, duly endorsed notation shall not limit or otherwise affect the obligations of any Borrower Party hereunder or under such Note to pay when due the aggregate unpaid principal amount of Obligations owing to the applicable Lender Group by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereofsuch Borrower Party under this Credit Agreement, and thereupon one to pay interest on the aggregate unpaid principal amount of Obligations (as so adjusted) and to pay any other amount owing hereunder or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded thereunder, in the Register by the Administrative Agent each case as provided in this subsection 2.5(i)herein.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of a Term B-1 Loan, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A “Term B-1 Note"” and, collectively, the “Term B-1 Notes”), (ii) in the Tranche B case of a Term Loans of such LenderB-2 Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date blanks appropriately completed in conformity herewith (each a “Term B-2 Note” and, collectively, the “Term B-2 Notes”) and principal amount (a "Tranche B Term Note"), (iii) in the Tranche C case of Incremental Term Loans of such Lender Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3 (with appropriate insertions such modifications thereto as may be necessary to reflect differing classes of Incremental Term Loans), with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”). (b) Each Initial Term Note issued to each requesting Lender with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date and of issuance thereof), (iii) be in a stated principal amount equal to the Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a "Tranche C stated principal amount equal to the outstanding Initial Term Note"Loans of such Lender at such time) and be payable in the outstanding principal amount of Initial Term Loans evidenced thereby, (iv) mature on the Revolving Maturity Date for Initial Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Incremental Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the Incremental Term Loan Commitment of such Lender on the Incremental Term Loan Borrowing Date (prior to the incurrence of any Incremental Term Loans pursuant thereto on such date) (or, if issued thereafter, be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender, substantially Lender on the date of issuance thereof) and be payable in the form of Exhibit A-4 with appropriate insertions as to date and principal amount of the Incremental Term Loans evidenced thereby, ("Revolving Credit Note"). A Note iv) mature on the Maturity Date for such Incremental Term Loans, (v) bear interest as provided in the appropriate clause of Section 2.08 or in the relevant Incremental Term Loan Commitment Agreement in respect of Base Rate Term Loans or LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the Obligation other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan under each Tranche made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans of the applicable Tranche evidenced thereby may thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term Loans. (e) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be assigned delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or otherwise transferred in whole obtain a Note evidencing its Term Loans to the Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (and each Note shall expressly so provided). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Term Loans under any applicable Tranche, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Term Loans of such Tranche.

Notes. The Borrower agrees that the Borrower will execute Ratable Loan made by each Bank under this Agreement shall be evidenced by, and deliver to each Lender repaid with interest in accordance with, a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date EXHIBIT C-1 hereto duly completed and executed by Borrower, in the principal amount equal to such Bank's Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a "Tranche A Term Ratable Loan Note"), (ii) the Tranche B Term . The Bid Rate Loans of such Lender, substantially the Banks shall be evidenced by a single global promissory note of Borrower in the form of Exhibit A-2 EXHIBIT C-2 hereto, duly completed and executed by Borrower, in the principal amount of One Hundred Fifty Million Dollars ($150,000,000), payable to the Administrative Agent for the account of the respective Banks making Bid Rate Loans (such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, the "Bid Rate Loan Note". A particular Bank's Ratable Loan Note, together with appropriate insertions its interest, if any, in the Bid Rate Loan Note, are referred to collectively in this Agreement as such Bank's "Note"; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the "Notes". The Ratable Loan Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated or extended. The outstanding principal amount of each Bid Rate Loan evidenced by the Bid Rate Loan Note, and all accrued interest and other sums with respect thereto, shall become due and payable to the Bank making such Bid Rate Loan at the earlier of the expiration of the Interest Period applicable thereto or the Maturity Date, as the same may be accelerated or extended. Each Bank is hereby authorized by Borrower to endorse on the schedule attached to the Ratable Loan Note held by it, the amount of each advance, and each payment of principal received by such Bank for the account of its Applicable Lending Office(s) on account of its Ratable Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Ratable Loan made by such Bank. The Administrative Agent is hereby authorized by Borrower to endorse on the schedule attached to the Bid Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the same, the date of the advance thereof, the interest rate applicable thereto and principal amount the expiration of the Interest Period applicable thereto (a "Tranche B Term Note")i.e., (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to maturity date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"thereof). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned The failure by the Administrative Agent or any Bank to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the obligations of Borrower marked "cancelledunder this Agreement or the Notes." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that the Borrower will shall execute and deliver to each Lender the Agent on the Effective Date the following promissory notes: (i) a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and B-1 in the principal amount of Tranche A of the Loan outstanding on the date hereof, dated the Effective Date and otherwise appropriately completed (a such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), the "Tranche A Term Note"), ; (ii) the Tranche B Term Loans of such Lender, a promissory note substantially in the form of Exhibit A-2 with appropriate insertions as to date and B-2 in the principal amount of Tranche B-1 of the Loan outstanding on the date hereof owing to the Tranche B-1 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B Term B-1 Note"), ; (iii) the Tranche C Term Loans of such Lender a promissory note substantially in the form of Exhibit A-3 with appropriate insertions as to date and B-3 in the principal amount of Tranche B-2 of the Loan outstanding on the date hereof owing to the Tranche B-2 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche C Term B-2 Note") and ); (iv) the Revolving Credit Loans of such Lender, a promissory note substantially in the form of Exhibit A-4 with appropriate insertions as to date and B-4 in the principal amount of Tranche B-3 of the Loan outstanding on the date hereof owing to the Tranche B-3 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Revolving Credit Tranche B-3 Note"). ; and (v) a promissory note substantially in the form of Exhibit B-5 in the principal amount of Tranche B-4 of the Loan outstanding on the date hereof owing to the Tranche B-4 Lender, dated the Effective Date and otherwise appropriately completed, (each such note, including any replacement note therefor issued in accordance with the provisions of this Section 2.3(d), a "Tranche B-4 Note," and collectively with the Tranche A Note, Tranche B-1 Note, Tranche B-2 Note and Tranche B-3 Note, the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide"Notes"). Any assignment or transfer of all or part of an Obligation evidenced by a Each Note shall be registered made payable to the Agent at the office of the Agent; provided that at the request of any Lender, the Borrower shall execute and deliver a Note (or replacement thereof) payable directly to such Lender in the Register only upon surrender for registration amount of assignment its interest in the Loan. If a Note is mutilated, lost, stolen or transfer destroyed, the Borrower shall issue a new Note of the same Tranche in the same principal amount and having the same interest rate, date and maturity as the Note evidencing such Obligationso mutilated, duly lost, stolen or destroyed endorsed by (to indicate all payments thereon. In the case of any lost, stolen or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereofdestroyed Note, and thereupon one or more new Notes there shall first be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent furnished to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby Board an instrument of indemnity from the Agent (or Lender, as applicable) and evidence of such loss, theft or destruction reasonably satisfactory to each of them. Upon the execution and delivery by the Borrower of the Notes, the promissory notes executed and delivered by the Borrower under the Original Loan Agreement shall be effective unless it null and void and of no further force and effect, and shall have been recorded in be contemporaneously returned to the Register by the Administrative Agent as provided in this subsection 2.5(i)Borrower for cancellation.

Notes. The Borrower agrees that Concurrent with the Borrower will execute Effective Time (and deliver subject to each Lender a promissory note Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Borrower evidencing (i) G-P 8.875% Notes tendered by the Tranche A Term Loans of such Lenderholders thereof pursuant to the G-P 8.875% Notes Tender Offer and, substantially if any G-P 8.875% Notes have not been tendered in the form G-P 8.875% Notes Tender Offer or have been withdrawn from the G-P 8.875% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of Exhibit A-1 the G-P 8.875% Notes and the trustee under the G-P 8.875% Notes Indenture concurrent with appropriate insertions the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to date satisfy and principal amount discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (a "Tranche A Term Note"and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), (ii) the Tranche B Term Loans Company shall have accepted for purchase all of such Lenderthe G-P 7 3/8% Notes tendered by the holders thereof pursuant to the G-P 7 3/8% Notes Tender Offer and, substantially if any G-P 7 3/8% Notes have not been tendered in the form G-P 7 3/8% Notes Tender Offer or have been withdrawn from the G-P 7 3/8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of Exhibit A-2 the G-P 7 3/8% Notes and the trustee under the G-P 7 3/8% Notes Indenture concurrent with appropriate insertions the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to date satisfy and principal amount discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (a "Tranche B Term Note"and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), (iii) the Tranche C Term Loans Company shall have accepted for purchase all of such Lender substantially the G-P 9.375% Notes tendered by the holders thereof pursuant to the G-P 9.375% Notes Tender Offer and, if any G-P 9.375% Notes have not been tendered in the form G-P 9.375% Notes Tender Offer or have been withdrawn from the G-P 9.375% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of Exhibit A-3 the G-P 9.375% Notes and the trustee under the G-P 9.375% Notes Indenture concurrent with appropriate insertions the Effective Time as to date and principal amount (a "Tranche C Term Note"contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (iv) and subject to Purchaser having made available sufficient funds therefor in accordance with the Revolving Credit Loans terms of such LenderSection 6.9(i)), substantially the Company shall have accepted for purchase all of the G-P 8% Notes tendered by the holders thereof pursuant to the G-P 8% Notes Tender Offer and, if any G-P 8% Notes have not been tendered in the form G-P 8% Notes Tender Offer or have been withdrawn from the G-P 8% Notes Tender Offer, if requested by Purchaser, the Company shall have delivered a redemption notice to the holders of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note the G-P 8% Notes and the Obligation evidenced thereby may trustee under the G-P 8% Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d) and shall have taken all action required to satisfy and discharge such indenture as of the Effective Time; provided, that this shall not be assigned a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption, satisfaction and discharge thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption, satisfaction and discharge. Concurrent with the Effective Time (and subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall have accepted for purchase all of the Fort Xxxxx 6 7/8% Notes tendered by the holders thereof pursuant to the Fort Xxxxx 6 7/8% Notes Tender Offer and, if any Fort Xxxxx 6 7/8% Notes have not been tendered in the Fort Xxxxx 6 7/8% Notes Tender Offer or otherwise transferred in whole or in part only have been withdrawn from the Fort Xxxxx 6 7/8% Notes Tender Offer, if requested by registration Purchaser, Fort Xxxxx shall have delivered a redemption notice to the holders of such assignment or transfer of such Note the Fort Xxxxx 6 7/8% Notes and the Obligation evidenced thereby trustee under the Fort Xxxxx Notes Indenture concurrent with the Effective Time as contemplated by Section 6.1(d), to the extent permitted thereunder; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to implement the redemption thereof concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. If requested by Purchaser, the Company shall have delivered a redemption notice to the holders of the outstanding G-P 7.500% Notes and the trustee under the G-P 7.500% Indenture as contemplated by Section 6.1(d) and deposited the redemption price therefor with the trustee under the G-P 7.500% Indenture pursuant to Section 1105 of the G-P 7.500% Indenture, in each case as of or concurrent with the Register Effective Time; provided, that this shall not be a condition to consummation of the Merger unless Purchaser has provided the funds to make such deposit with the trustee concurrently with the delivery by the Company of the redemption notice and all certificates, opinions and other documents required to effect such redemption. Concurrent with the Effective Time (and each Note subject to Purchaser having made available sufficient funds therefor in accordance with the terms of Section 6.9(i)), the Company shall expressly so provide). Any assignment or transfer of have accepted for purchase all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed Fort Xxxxx 9 1/4% Notes and Fort Xxxxx 7 3/4% Notes tendered by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued holders thereof pursuant to the designated Assignee Fort Xxxxx 9 1/4% Notes Tender Offer and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledFort Xxxxx 7 3/4% Notes Tender Offer, respectively." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that the Borrower will execute and deliver to each Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans made by Lender to Borrowers hereunder, if any, shall be evidenced by one or more promissory notes of such LenderBorrowers, substantially in the form of Exhibit A-1 A attached hereto and made a part hereof, with appropriate insertions as insertions, payable to date the order of Lender and in a principal amount (a "equal in aggregate to the Tranche A Term Note")Maximum Amount (as amended, (iiendorsed, renewed, extended, or otherwise modified from time to time, the “Tranche A Notes”) and the Tranche B Term Loans made by Lender to Borrowers hereunder, if any, shall be evidenced by one or more promissory notes of such LenderBorrowers, substantially in the form of Exhibit A-2 B attached hereto and made a part hereof, with appropriate insertions insertions, payable to the order of Lender and in a principal amount equal in aggregate to the Tranche B Maximum Amount (as amended, endorsed, renewed, extended, or otherwise modified from time to time, the “Tranche B Notes;” and together with the Tranche A Notes, the “Notes;” and individually, a “Note”). Lender is hereby authorized to record the date and principal amount (a "Tranche B Term Note")of each Loan made by it to Borrowers, (iii) if any, and the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and amount of each payment or prepayment of principal amount (a "Tranche C Term Note") thereof by Borrowers, and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby recordation may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Lender’s internal records, and any such recordation shall be registered in the Register only upon surrender for registration of assignment or transfer constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations hereunder or under the Note evidencing such Obligation, duly endorsed executed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledBorrowers." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to each Lender interest on, the Loans shall be evidenced (i) if Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Revolving Note" and, collectively, the "), Revolving Notes") and (ii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a the "Tranche B Term Swingline Note"). (b) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Restatement Effective Date (or, in the case of any Revolving Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Loans Revolving Loan Commitment of such Lender substantially Bank and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the Revolving Loans evidenced thereby from time to time, (iv) mature on the Revolving Credit Loans of such LenderMaturity Date, substantially (v) bear interest as provided in the form appropriate clause of Exhibit A-4 with appropriate insertions Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to date voluntary prepayment as provided in Section 4.01 and principal amount mandatory repayment as provided in Section 4.02 and ("Revolving Credit Note"). A Note vii) be entitled to the benefits of this Agreement and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such other Credit Documents. (c) The Swingline Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note Swingline Bank shall (i) be returned executed by the Administrative Agent Borrower, (ii) be payable to the Borrower marked "cancelled." No assignment order of the Swingline Bank and be dated the Restatement Effective Date (or, in the case of any Swingline Note issued after the Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a Note stated principal amount equal to the Maximum Swingline Amount and be payable in the Obligation principal amount of the outstanding Swingline Loans evidenced thereby shall be effective unless it shall have been recorded in from time to time, (iv) mature on the Register by the Administrative Agent Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (d) Each Bank will note on its internal records the amount of each Revolving Loan made by it and each payment in respect thereof and will, prior to any transfer of its Revolving Note, endorse on the reverse side thereof the outstanding principal amount of Revolving Loans evidenced thereby. Such notation shall be conclusive absent manifest error, although the failure to make any such notation shall not affect the Borrower's obligations in respect of such Revolving Loans.

Notes. (a) The Tranche A-($) Loans made by each Tranche A-($) Lender to either Applicable Borrower agrees that the Borrower will execute and deliver to each Lender shall be evidenced by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as hereto, dated the date hereof, duly executed by such Applicable Borrower and payable to date and such Tranche A-($) Lender in a principal amount equal to the amount of its Tranche A-($) Commitment as originally in effect and otherwise duly completed. (b) The Tranche A-(MC) Loans made by each Tranche A-(MC) Lender to either Applicable Borrower shall be evidenced by a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, promissory note substantially in the form of Exhibit A-2 with appropriate insertions as hereto, dated the date hereof, duly executed by such Applicable Borrower and payable to date and such Tranche A-(MC) Lender in a principal amount equal to the amount of its Tranche A-(MC) Commitment as originally in effect and otherwise duly completed. (c) The Tranche B-($) Loans made by each Tranche B-($) Lender to any Applicable Borrower shall be evidenced by a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender promissory note substantially in the form of Exhibit A-3 with appropriate insertions as hereto, dated the date hereof, duly executed by such Applicable Borrower and payable to date and such Tranche B-($) Lender in a principal amount equal to the amount of its Tranche B-($) Commitment as originally in effect and otherwise duly completed. (d) The Tranche B-(MC) Loans made by each Tranche B-(MC) Lender to any Applicable Borrower shall be evidenced by a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, promissory note substantially in the form of Exhibit A-4 with appropriate insertions as hereto, dated the date hereof, duly executed by such Applicable Borrower and payable to date and such Tranche B-(MC) Lender in a principal amount equal to the amount of its Tranche B-(MC) Commitment as originally in effect and otherwise duly completed. ("Revolving Credit Note"). A e) The Money Market Loans made by any Lender to any Applicable Borrower shall be evidenced by a single promissory note substantially in the form of Exhibit A-5 hereto, dated the date hereof, duly executed by such Applicable Borrower and payable to such Lender and otherwise duly completed. (f) The date, amount, Type, Currency, interest rate and duration of Interest Period of each Loan made by each Lender to a Borrower, 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 any Note and evidencing Loans held by it, endorsed by such Lender on the Obligation evidenced thereby may be assigned schedule attached to such Note or otherwise transferred in whole or in part only by registration any continuation thereof; provided that the failure of such assignment Lender to make any such 38 -34- recordation (or transfer any error in making any such recordation) or endorsement shall not affect the obligations of the Applicable Borrower to make a payment when due of any amount owing hereunder or under such Note in respect of such Note and the Obligation evidenced thereby Loans. (g) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in the Register (and each Note shall expressly so provide). Any connection with a permitted assignment or transfer of all or part any portion of an Obligation evidenced such Lender's Commitment, Loans and Notes pursuant to Section 11.06 hereof (and, if requested by a Note shall be registered in any Lender, the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued Applicable Borrower agrees to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(iso exchange any Note).

Notes. The Borrower agrees that Original Notes are being offered and sold by the Borrower will execute Issuer pursuant to a Purchase Agreement, dated June 27, 2002, among the Issuer, the Subsidiary Guarantors and deliver the Initial Purchasers (the "Purchase Agreement"). Additional Notes also may be offered and sold by the Issuer from time to each Lender a promissory note time subject to compliance at the time of issuance with Section 4.09. Notes offered and sold in reliance on Regulation S as provided in the Borrower evidencing (i) Purchase Agreement shall be issued initially in the Tranche A Term Loans form of such Lender, one or more Global Notes in fully registered form without interest coupons substantially in the form of Exhibit A-1 A hereto, with appropriate insertions such applicable legends as to date and principal amount are provided in Exhibit A hereto, except as otherwise permitted herein (a the "Tranche A Term Regulation S Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (iior its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Tranche B Term Loans Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of such Lender, one or more Global Notes in fully registered form without interest coupons substantially in the form of Exhibit A-2 A hereto, with appropriate insertions such applicable legends as to date and principal amount are provided in Exhibit A hereto, except as otherwise permitted herein (a the "Tranche B Term Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuer and authenticated by the Trustee (iiior its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Tranche C Term Loans Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders of such Lender the Notes, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes in fully registered form without interest coupons substantially in the form of Exhibit A-3 B hereto, with appropriate insertions such applicable legends as to date and principal amount are provided in Exhibit B hereto, except as otherwise permitted herein (a the "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Exchange Global Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note , which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the Register only upon surrender for registration of assignment or transfer name of the Note evidencing such ObligationDepositary or its nominee, as the case may be, duly endorsed executed by the Issuer and authenticated by the Trustee (or accompanied its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by a written instrument of assignment or transfer duly executed by) adjustments made by the holder thereof, and thereupon one or more new Notes shall be issued Registrar on Schedule A to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Exchange Global Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent Security Register, as provided in this subsection 2.5(i)hereinafter provided.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver interest on, all the Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced (i) if A Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a each, an "Tranche A Term Note" and, collectively, the "A Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) the Tranche C Term Loans of such Lender if Revolving Loans, by a promissory note substantially in the form of Exhibit A-3 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term Revolving Note" and, collectively, the "Revolving Notes") and (iv) the Revolving Credit Loans of such Lenderif Swingline Loans, by a promissory note substantially in the form of Exhibit A-4 B-4 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (the "Revolving Credit Swingline Note"). . (b) The A Term Note issued to each Lender with an A Term Loan Commitment or with outstanding A Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Obligation evidenced thereby may Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the date of the issuance thereof), (iii) be assigned or otherwise transferred in whole or a stated principal amount equal to the A Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in part only by registration a stated principal amount equal to the outstanding principal amount of A Term Loans of such assignment or transfer of Lender at such Note time) and the Obligation evidenced thereby be payable in the Register outstanding principal amount of A Term Loans evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in iv) mature on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such ObligationA Term Loan Maturity Date, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(iAgreement and the other Credit Documents. (c) The B Term Note issued to each Lender with a B Term Loan Commitment or with outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the date of the issuance thereof), (iii) be in a stated principal amount equal to the B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of B Term Loans of such Lender at such time) and be payable in the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Lender with a Revolving Loan Commitment or with outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, the date of the issuance thereof), (iii) be in a stated princi- pal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination of the Total Revolving Loan Commitment, be in a stated principal amount equal to the outstanding principal amount of Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to BTCo or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees that (a) Subject to the Borrower will execute provisions of Section 1.05(f), the Borrower's obligation to pay the principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced (i) if B Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A B Term Note" and, collectively, the "B Term Notes"), (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Revolving Note" and, collectively, the "), Revolving Notes") and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The B Term Note issued to each Lender with a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered permitted assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date and of issuance thereof), (iii) be in a stated principal amount equal to the B Term Loan deemed made by such Lender (in accordance with Section 1.01(a)) on the Initial Borrowing Date (or, in the case of any B Term Note issued after the Initial Borrowing Date, be in a "Tranche C stated principal amount equal to the outstanding B Term Note"Loans of such Lender at such time) and be payable in the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby from time to time, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender with a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender or its registered permitted assigns and be dated the Initial Borrowing Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Credit Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender, substantially Lender at such time) and be payable in the form of Exhibit A-4 with appropriate insertions as to date and outstanding principal amount of the Revolving Loans evidenced thereby, ("iv) mature on the Revolving Credit Note"). A Note Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby from time to time, (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 Obligation other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby may from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be assigned subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or otherwise transferred any error in whole any such notation or endorsement shall not affect the Borrower's obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained in this Agreement, Notes shall only be delivered to any Lender that at any time on or after the Initial Borrowing Date specifically 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 part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so providee). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note or Notes in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The (i) If and when requested by Agent and/or any Lender, Borrower agrees that shall execute a promissory note in favor of Agent, for the benefit of Lenders, in the form attached hereto as Exhibit E, and, from time to time, shall execute such other evidence of indebtedness as reasonably requested by Agent for the benefit of all or any Lender solely for the purpose of evidencing the Loan owing or payable to, or to be made by Lenders; (ii) all references to Note or Notes in the Loan Documents shall mean the Note or Notes, if any, to the extent issued (and not returned to Borrower will for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time; (iii) upon Agent’s written request, and in any event within ten (10) Business Days of any such request, at no expense to Borrower, Borrower shall execute and deliver to each Lender a promissory note Agent new Notes (on the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower evidencing within ten (i10) days after Agent’s receipt of the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the Revolving Credit Loans mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such LenderNotes, substantially at no expense to Borrower, execute and deliver in replacement thereof new Notes in the form of Exhibit A-4 with appropriate insertions as to date and same form, in the same original principal amount ("Revolving Credit Note")and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. A Note If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after Agent’s receipt of the replacement Notes; and the Obligation evidenced thereby may be assigned if such replaced Notes have been destroyed, lost or otherwise transferred stolen, such holder shall furnish Borrower with an indemnity in whole or writing reasonably acceptable to Borrower to save them harmless in part only by registration respect of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledreplaced Note." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that Subject to Section 1.2 hereof, upon the Borrower will execute and deliver to each Lender a promissory note execution of this Agreement by the Borrower evidencing Required Holders, the Notes are hereby amended as follows: (i) The second paragraph is hereby amended by inserting, after the Tranche A Term Loans second sentence, the following: “All payments of such Lender, substantially principal and interest shall be made on the Notes pro rata based on their outstanding principal amounts.” (ii) The definition of Registration Statement in Section 1 is hereby is hereby deleted in its entirety and replaced with the form following: “‘Registration Statement’ means a registration statement covering the resale of Exhibit A-1 all the Conversion Shares issuable upon conversion of the outstanding Notes and the Warrant Shares issuable upon exercise of the Warrants.” (iii) The last sentence of Section 2(d) is hereby deleted in its entirety and replaced with appropriate insertions as the following: “The Company's election to date and prepay any portion of the principal amount of this Note shall be applied ratably to all holders of Notes based on their outstanding principal amounts.” (iv) Section 4(b) is hereby deleted in its entirety and replaced with the following: “Conversion Price. The conversion price in effect on any Conversion Date shall be equal to the lower of (i) $0.12 or (ii) the higher of (x) $0.09 or (y) the VWAP on the Trading Day immediately preceding the Conversion Date, subject to adjustment herein (the “Conversion Price”).” (v) The first sentence of Section 4(c)(v) is hereby deleted in its entirety and replaced with the following: “In addition to any other rights available to the Holder, if the Company fails for any reason to deliver to the Holder such certificate or certificates by the Share Delivery Date pursuant to Section 4(c)(ii), and if after such Share Delivery Date the Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Conversion Shares which the Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a "Tranche A Term Note"“Buy-In”), then the Company shall (A) pay in cash to the Holder (in addition to any other remedies available to or elected by the Holder) the amount, if any, by which (x) the Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions), (B) at the option of the Holder, either reissue (if surrendered) this Note in a principal amount equal to the principal amount of the attempted conversion (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 4(c)(ii), and (C) unless Holder elected to have the Note reissued under clause (B), if requested by Holder purchase the number of shares of Common Stock the Holder was entitled to receive from the conversion at issue for the price at which the sell order giving rise to such purchase obligation was executed.” (vi) The eleventh sentence of Section 4(d) is hereby deleted in its entirety and replaced with the following: “The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply.” (vii) The first sentence of Section 5(a) is hereby deleted in its entirety and replaced with the following: “If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Notes), (ii) the Tranche B Term Loans subdivides outstanding shares of such Lender, substantially in the form Common Stock into a larger number of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note")shares, (iii) the Tranche C Term Loans combines (including by way of such Lender substantially in the form a reverse stock split) outstanding shares of Exhibit A-3 with appropriate insertions as to date and principal amount (Common Stock into a "Tranche C Term Note") and smaller number of shares or (iv) issues, in the Revolving Credit Loans event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the formula for determining the Conversion Price shall be modified by multiplying each of the fixed numbers in the formula by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately after such event.” (viii) The first sentence of Section 5(b) is hereby deleted in its entirety and replaced with the following: “If the Company, at any time while this Note is outstanding, shall distribute to all holders (and not to Holders on a pro-rata basis) of Common Stock, evidences of its indebtedness or assets (including cash or cash dividends) or rights or warrants to subscribe for or purchase any security, then in each such case whenever this Note is converted the Conversion Price determined in accordance with the formula shall be adjusted by multiplying such Conversion Price by a fraction of which the denominator shall be the Exercise Price as determined by the formula, and of which the numerator shall be such Exercise Price less the per share fair market value at the record date(s) fixed for determination of stockholders entitled to receive the distribution(s) of the portion of such Lenderassets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock (determined by dividing the amount distributed by the then issued and outstanding shares of Common Stock), substantially as the case may be, as determined by the Board of Directors in good faith.” (ix) The following shall be inserted after Section 5 and before Section 7: “Section 6. Intentionally Omitted.” (x) Section 8(a)(iii) is hereby deleted in its entirety and replaced with the following: “a default or event of default (subject to any grace or cure period provided in the form applicable agreement, document or instrument) shall occur under (A) any of Exhibit A-4 the Transaction Documents (as defined in the Purchase Agreement) or (B) any other material agreement, lease, document or instrument to which the Company or any Subsidiary is obligated (and not covered by clause (vi) below);” (xi) Section 8(a)(vii) is hereby deleted in its entirety and replaced with appropriate insertions the following: “the Company shall fail for any reason to deliver certificates to a Holder prior to the fifth Trading Day after a Conversion Date pursuant to Section 4(c) or the Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company’s intention to not honor requests for conversions of any Notes in accordance with the terms hereof;” (xii) Section 8(b) is hereby amended by inserting, after the first sentence, the following: “The Company shall promptly pay the Holders in cash all legal fees (and other costs of collection) incurred by the Holders in attempting to obtain payment of the Notes or otherwise taking any action related to an Event of Default.” (xiii) The first sentence of Section 9(a) is hereby deleted in its entirety and replaced with the following: “Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the address set forth in the Purchase Agreement, or such other facsimile number or address as the Company may specify for such purposes by notice to date the Holder delivered in accordance with this Section 9(a).” (xiv) Section 9(i) is hereby deleted in its entirety and principal amount ("Revolving Credit Note")replaced with the following: “Secured Obligation. A The obligations of the Company under this Note are secured by certain assets of the Company pursuant to the Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production to Xxxxxxxx XxXxxxxxx, as Collateral Agent for the Obligation evidenced thereby Holders and Xxx Xxxxxx, as Trustee for the Holders, dated as of December 29, 2014, effective as of December 30, 2014 and filed on record in Xxxxxx County on December 31, 2014 in Volume 898, Page 72, which Deed of Trust was amended pursuant to that certain First Supplement, Amendment, Restatement of Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production by Pegasi Texas to Xxxxxxxx XxXxxxxxx, as Collateral Agent for the Holders and Xxx Xxxxxx, as Trustee for the Holders, dated and effective as of January 9, 2015 and filed of record in Xxxxxx County on January 9, 2015 in Volume 898, Page 580 and as may be assigned or otherwise transferred further amended from time to time.” (xv) The first sentence of the first paragraph of Annex A is hereby deleted in whole or in part only by registration of such assignment or transfer of such Note its entirety and replaced with the Obligation evidenced thereby in the Register following: “The undersigned hereby elects to convert principal (and each accrued interest through the date specified below) under the 12% Senior Secured Convertible Note shall expressly so provideof Pegasi Energy Resources Corp., a Nevada corporation (the “Company”). Any assignment or transfer , into shares of all or part of an Obligation evidenced by a Note shall be registered in common stock (the Register only upon surrender for registration of assignment or transfer “Common Stock”), of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued Company according to the designated Assignee and conditions hereof, as of the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelleddate written below." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).”

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of B Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A “B Term Note"” and, collectively, the “B Term Notes”), (ii) in the Tranche B Term Loans case of such LenderRevolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term “Revolving Note"” and, collectively, the “Revolving Notes”), and (iii) in the Tranche C Term Loans case of such Lender Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The B Term Note issued to each Lender that has a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date and of issuance thereof), (iii) be in a stated principal amount equal to the B Term Loans made by such Lender on the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be in a "Tranche C stated principal amount equal to the outstanding B Term Note"Loans of such Lender at such time) and be payable in the outstanding principal amount of B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Credit Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender, substantially Lender at such time) and be payable in the form of Exhibit A-4 with appropriate insertions as to date and outstanding principal amount of the Revolving Loans evidenced thereby, ("iv) mature on the Revolving Credit Note"). A Note Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and/or 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 Obligation other Credit Documents. (d) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby may from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be assigned subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and 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 otherwise transferred any error in whole such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so providee). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. The Borrower agrees Any Lender may request that the Loans to be made by such Lender to the Borrower will execute and deliver Parties hereunder shall be evidenced by promissory notes. If so requested, the Notes shall: (a)(i) if payable to each Lender a promissory note the Administrative Agent, collectively be in the amount of the Borrower evidencing Maximum Commitment or (ii) if payable to a Lender, be in the amount of aggregate Commitments of such Lender; (b) (i) except as provided in the Tranche A Term Loans penultimate sentence of this Section 3.01, be payable to Administrative Agent for the account of the Lenders or their registered assigns at the principal office of Administrative Agent or (ii) if requested at such times as there is only one (1) Lender, such Lender, ; (c) be substantially in the form of Exhibit A-1 A attached hereto (with blanks appropriately completed in conformity herewith); and (d) be made by the appropriate insertions as Borrower Party. The Loans to date and be made by Lenders to Qualified Borrowers hereunder shall be evidenced by a promissory note of each such Qualified Borrower. Each Qualified Borrower Promissory Note shall (A) be in the amount of the Loans to be advanced to such Qualified Borrower; (B)(i) be payable to the order of Administrative Agent for the account of the Lenders or their registered assigns, at the principal amount (a "Tranche A Term Note"), office of Administrative Agent or (ii) the Tranche B Term Loans of if requested (at such times as there is only one (1) Lender), such Lender, ; (C) bear interest in accordance with Section 2.05; (D) be substantially in the form of Exhibit A-2 C attached hereto (with appropriate insertions as blanks appropriately completed in conformity herewith); and (E) be duly executed by such Qualified Borrower. Each Borrower Party agrees, from time to date and principal amount (a "Tranche B Term Note")time, (iii) upon the Tranche C Term Loans request of Administrative Agent or any applicable Lender, to reissue new Notes to Administrative Agent or such Lender substantially (in accordance with the next sentence and Section 12.11) in substitution for the Note previously issued by such Borrower Party. Notwithstanding the foregoing, each Borrower Party agrees, from time to time upon the request of any Lender, to issue a separate Note to such Lender in the form amount of Exhibit A-3 with appropriate insertions as that Lender’s Commitments and, if necessary, issue a replacement Note to date Administrative Agent and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such each Lender, substantially in such that all Notes then outstanding collectively provide for the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide)Maximum Commitment. Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment issuance of a Note and the Obligation evidenced thereby to a Lender shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in pursuant to this subsection 2.5(i)Section 3.01.

Notes. The Borrower agrees that (a) Each Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Xxxxxx, also be evidenced (i) in the case of an Initial Term Loan, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a "Tranche A each, an “Initial Term Note"” and, collectively, the “Initial Term Notes”), and (ii) in the Tranche B case of Incremental Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2 (with appropriate insertions such modifications thereto as may be necessary to date and principal amount reflect differing classes of Incremental Term Loans), with blanks appropriately completed in conformity herewith (a "Tranche B each, an “Incremental Term Note"” and, collectively, the “Incremental Term Notes”). (b) The Initial Term Note issued to each requesting Lender with outstanding Initial Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date (or, if issued after the Closing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Initial Term Loans made by such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding Initial Term Loans of such Lender substantially at such time) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and outstanding principal amount (a "Tranche C of Initial Term Note") and Loans evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderMaturity Date for Initial Term Loans, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Term Loans and LIBO Rate Term Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Incremental Term Note issued to each requesting Lender with an Incremental Term Loan Commitment or outstanding Incremental Term Loans under a given Tranche shall (i) be executed by the Borrower,

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender Bank shall be evidenced (i) if A Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a each, an "Tranche A Term Note" and, collectively, the "A Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) if Revolving Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche C Term Revolving Note" and, collectively, the ") Revolving Notes"), and (iv) if Swingline Loans, by a promissory note duly executed and delivered by the Revolving Credit Loans of such Lender, Borrower substantially in the form of Exhibit A-4 B-4, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (the "Revolving Credit Swingline Note"). . (b) The A Term Note and issued to each Bank with an A Term Loan Commitment shall (i) be executed by the Obligation evidenced thereby may Borrower, (ii) be assigned or otherwise transferred in whole or in part only by registration payable to the order of such assignment Bank or transfer its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Note Bank on the Initial Borrowing Date and the Obligation evidenced thereby be payable in the Register principal amount of the A Term Loan evidenced thereby, (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the Register only upon surrender for registration appropriate clause of assignment or transfer Section 1.08 in respect of the Note evidencing such ObligationBase Rate Loans and Eurodollar Loans, duly endorsed by as the case may be, evidenced thereby, (or accompanied by a written instrument of assignment or transfer duly executed byvi) the holder thereofbe subject to voluntary repayment as provided in Section 4.01, and thereupon one mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and be secured by the Security Documents. (c) The B Term Note issued to each Bank with a B Term Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or more new Notes its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the B Term Loans made by such Bank on the Initial Borrowing Date and be payable in the principal amount of the B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and be secured by the Security Documents. (d) The Revolving Note issued to each Bank with a Revolving Loan Commitment shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and be secured by the Security Documents. (e) The Swingline Note issued to the designated Assignee and the old Note Swingline Bank shall (i) be returned executed by the Administrative Agent Borrower, (ii) be payable to the Borrower marked "cancelled." No assignment order of the Swingline Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a Note stated principal amount equal to the Maximum Swingline Amount and be payable in the Obligation principal amount of the outstanding Swingline Loans evidenced thereby shall be effective unless it shall have been recorded in from time to time, (iv) mature on the Register by the Administrative Agent Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and be secured by the Security Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or the making of an incorrect notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that that, upon the request to the Administrative Agent by any Lender made on or prior to the Closing Date (in the case of requests relating to Initial Term Loans), the First Incremental Amendment Effective Date (in the case of requests relating to Tranche B Refinancing Term Loans), the First Incremental Amendment Closing Date (in the case of requests relating to Tranche B Initial Term Loans), the Tranche B Delayed Draw Closing Date (in the case of requests relating to Tranche B Delayed Draw Term Loans), the Third Amendment Closing Date (in the case of requests relating to the Tranche C Term Loans), the Fourth Amendment Closing Date (in the case of requests relating to the Tranche D Term Loans), the Fifth Amendment Closing Date (in the case of requests relating to the Tranche E Term Loans), the Seventh Amendment Closing Date (in the case of requests relating to the Tranche F Term Loans), the Eighth Amendment Closing Date (in the case of requests relating to the Tranche G Term Loans) or in connection with any assignment pursuant to Section 11.6(b), in order to evidence such Lender’s Loan, the Borrower will execute and deliver to each such Lender a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 A (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Note”), in each case with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Loans made (a "Tranche A or acquired by assignment pursuant to Section 11.6(b)) by such Lender to the Borrower. Each Note (i) in respect of Initial Term Note")Loans shall be dated the Closing Date, (ii) in respect of Tranche B Refinancing Term Loans shall be dated the First Incremental Amendment Effective Date, (iii) in respect of Tranche B Initial Term Loans shall be dated the First Incremental Amendment Closing Date, (iv) in respect of Tranche B Delayed Draw Term Loans shall be dated the Tranche B Delayed Draw Closing Date, (v) in respect of Tranche C Term Loans shall be dated the Third Amendment Closing Date, (vi) in respect of Tranche D Term Loans shall be dated the Fourth Amendment Closing Date, (vii) in respect of Tranche E Term Loans shall be dated the Fifth Amendment Closing Date and, (viii) in respect of Tranche F Term Loans shall be dated the Seventh Amendment Closing Date and (ix) in respect of Tranche G Term Loans shall be dated the Eighth Amendment Closing Date. Each Note shall be payable as provided in Section 2.2(b), (c), (d) or (e), as applicable, and provide for the payment of interest in accordance with Section 4.1. For the avoidance of doubt, any Notes issued with respect to Tranche B Term Loans shall reflect that, following the Tranche B Delayed Draw Closing Date, all Tranche B Refinancing Term Loans, Tranche B Initial Term Loans and Tranche B Delayed Draw Term Loans constitute a single Tranche of Tranche B Term Loans. (b) The Initial Term Loans of all the Lenders shall be payable in consecutive quarterly installments beginning on March 29, 2013 up to and including the Initial Term Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (or, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Initial Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Initial Term Loan Maturity Date 1.25% of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Initial Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Initial Term Loans (c) The Tranche B Term Loans of such Lenderall the Lenders shall be payable in consecutive quarterly installments beginning on December 31, substantially in 2013 up to and including the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"Loan Maturity Date (subject to reduction as provided in Section 4.4), on the dates (iiior, if any day is not a Business Day, on the immediately preceding Business Day) and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of such Tranche B Term Loans then outstanding): Each March 31, June 30, September 30 and December 31 ending prior to the Tranche B Term Loan Maturity Date Prior to the First Incremental Amendment Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date From the First Incremental Amendment Closing Date and Prior to the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date On or after the Tranche B Delayed Draw Closing Date: 0.25% of the aggregate initial principal amount of the Tranche B Refinancing Term Loans on the First Incremental Amendment Effective Date plus 0.25% of the aggregate initial principal amount of the Tranche B Initial Term Loans on the First Incremental Amendment Closing Date plus 0.25% of the aggregate initial principal amount of the Tranche B Delayed Draw Term Loans on the Tranche B Delayed Draw Closing Date Tranche B Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Tranche B Term Loans (d) The unpaid aggregate principal amount of the Tranche C Term Loans of such Lender substantially shall be repaid in full on the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note"Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (e) and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and The unpaid aggregate principal amount ("Revolving Credit Note"). A Note and of the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note Tranche D Term Loans shall be registered repaid in full on the Register only upon surrender for registration of assignment or transfer Tranche D Term Loan Maturity Date (or, if such day is not a Business Day, on the immediately preceding Business Day). (f) The unpaid aggregate principal amount of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes Tranche E Term Loans shall be issued to repaid in full on the designated Assignee and Tranche E Term Loan Maturity Date (or, if such day is not a Business Day, on the old Note immediately preceding Business Day). (g) The unpaid aggregate principal amount of the Tranche F Term Loans shall be returned by repaid in full on the Administrative Agent to Tranche F Term Loan Maturity Date (or, if such day is not a Business Day, on the Borrower marked "cancelledimmediately preceding Business Day)." No assignment (h) The unpaid aggregate principal amount of a Note and the Obligation evidenced thereby Tranche G Term Loans shall be effective unless it shall have been recorded repaid in full on the Register by Tranche G Term Loan Maturity Date (or, if such day is not a Business Day, on the Administrative Agent as provided in this subsection 2.5(iimmediately preceding Business Day).

Notes. The Borrower agrees that (a) Each Borrower's obligation to pay the Borrower will execute principal of, ----- and deliver interest on, the Loans made to it by each Lender shall be set forth in the Register maintained by the Administrative Agent pursuant to Section 15.17 and, subject to the provisions of Section 1.05(i), also shall be evidenced (i) if A Euro Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (a each, an "Tranche A Euro Term Note" and, collectively, the "A Euro Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) the Tranche C Term Loans of such Lender if Revolving Loans, by a promissory note substantially in the form of Exhibit A-3 B-3 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche C Term Revolving Note" and, collectively, the ") Revolving Notes"), and (iv) the Revolving Credit Loans of such Lenderif Swingline Loans, by a promissory note substantially in the form of Exhibit A-4 B-4 with appropriate insertions as blanks appropriately completed in conformity herewith (each, a "Swingline Note" and, collectively, the "Swingline Notes"). (b) The A Euro Term Note issued to each Lender with an A Euro Term Loan Commitment or outstanding A Euro Term Loans shall (i) be executed by the Dutch Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any A Euro Term Note issued after the Initial Borrowing Date, the date and of issuance thereof), (iii) be in a stated principal amount ("Revolving Credit Note"expressed in Euros) equal to the A Euro Term Loans made by such Lender on the Initial Borrowing Date (or, in the case of any A Euro Term Note issued after the initial Borrowing Date, in a stated principal amount (expressed in Euros) equal to the outstanding principal amount of the A Euro Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of A Euro Term Loans evidenced thereby from time to time, provided that the obligations evidenced by the A Euro Term Notes shall be subject to conversion into Dollar Loans as provided in Section 1.14(a). , (iv) mature on the A Note Euro Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Euro Loans evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the Obligation other Credit Documents. (c) The B Term Note issued to each Lender with a B Term Loan Commitment or outstanding B Term Loans shall (i) be executed by each US Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any B Term Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the B Term Loans made by such Lender on the Initial Borrowing Date (or, in the case of any B Term Note issued after the Initial Borrowing Date, in a stated principal amount (expressed in Dollars) equal to the outstanding principal amount of the B Term Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of B Term Loans evidenced thereby from time to time, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be assigned subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued by the US Borrowers to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by each US Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any such Revolving Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, the stated principal amount (expressed in Dollars) equal to the outstanding Revolving Loans of such Lender to the US Borrowers at such time) and be payable in the applicable Approved Currency in the outstanding principal amount of the Revolving Loans evidenced thereby, provided that (x) if, because -------- of fluctuations in exchange rates after the Initial Borrowing Date, the stated principal amount of such Revolving Note of any such Lender would not be at least as great as the principal amount (taking the Dollar Equivalent of all Euro Revolving Loans evidenced thereby) of such Revolving Loans made by such Lender to the US Borrowers at any time outstanding, such Lender may request (and in such case the US Borrowers shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Revolving Loans evidenced thereby) of such Revolving Loans of such Lender outstanding on the date of the issuance of such new Revolving Note, and (y) the obligations of the US Borrowers in respect of Euro Revolving Loans shall be subject to conversion into Dollars as provided in Section 1.14(a), (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans, Eurodollar Loans and Euro Revolving Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Revolving Note issued by the Dutch Borrower to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Dutch Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, in the case of any such Revolving Note issued after the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, the stated principal amount (expressed in Dollars) equal to the outstanding Revolving Loans of such Lender to the Dutch Borrower at such time) and be payable in the applicable Approved Currency in the outstanding principal amount of the Revolving Loans evidenced thereby, provided that (x) if, -------- because of fluctuations in exchange rates after the Initial Borrowing Date, the stated principal amount of such Revolving Note of any such Lender would not be at least as great as the principal amount (taking the Dollar Equivalent of all Euro Revolving Loans evidenced thereby) of such Revolving Loans made by such Lender to the Dutch Borrower at any time outstanding, such Lender may request (and in such case the Dutch Borrower shall promptly execute and deliver) a new Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Revolving Loans evidenced thereby) of such Revolving Loans of such Lender outstanding on the date of the issuance of such new Revolving Note, and (y) the obligations of the Dutch Borrower in respect of Euro Revolving Loans shall be subject to conversion into Dollars as provided in Section 1.14(a), (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans, Eurodollar Loans and Euro Revolving Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) The Swingline Note issued by the US Borrowers to the Swingline Lender shall (i) be executed by each US Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in Dollars) equal to the Maximum Swingline Amount and be payable in Dollars in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (g) The Swingline Note issued by the Dutch Borrower to the Swingline Lender shall (i) be executed by the Dutch Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount (expressed in Dollars) equal to the Maximum Swingline Amount and be payable in the applicable Approved Currency in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, provided that (x) if, because of fluctuations in exchange rates after the Initial Borrowing Date, the stated principal amount of such Swingline Note would not be at least as great as the principal amount (taking the Dollar Equivalent of all Euro Swingline Loans evidenced thereby) of Swingline Loans made to the Dutch Borrower at any time outstanding, the Swingline Lender may request that the Dutch Borrower (and in such case the Dutch Borrower shall promptly execute and deliver) a new Swingline Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Swingline Loans evidenced thereby) of such Swingline Loans outstanding on the date of the issuance of such new Swingline Note, and (y) the obligations of the Dutch Borrower in respect of Euro Swingline Loans shall be subject to conversion into Dollars as provided in Section 1.14(a), (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Swingline 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. (h) Except as otherwise transferred provided in whole Section 1.05(i), each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower's obligations in respect of such Loans. (i) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to any Borrower shall affect or in part only any manner impair the obligations of any Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation it which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provideh). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the US Borrowers or the Dutch Borrower, as the case may be, shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans of each Lender Bank shall be evidenced (i) if Term Loans, by a promissory note of duly ex ecuted and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Note" and, collectively, the "Term Notes"), (ii) if Revolving Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Revolving Note" and, collectively, the "Revolving Notes"), and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Term Note issued to date each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Term Loan of such Bank as of the Initial Borrowing Date (a "Tranche C Term Note"after giving effect to the reduction described in Section 1.02) and be payable in the principal amount of the Term Loan evidenced thereby, (iv) mature on the Revolving Credit Loans of such LenderFinal Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in Section 1.07, (vi) be subject to mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the aggregate principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in Section 1.07, (vi) be subject to mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo and be dated the Initial Borrowing Date, (iii) be in a stated aggregate principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.07, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each of its Loans and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall, if requested by such Lender, be evidenced (i) if First Priority Term Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A First Priority Term Note" and, collectively, the "), First Priority Term Notes") and (ii) if Second Priority Term Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Borrower substantially in the form of Exhibit A-2 C, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche B Second Priority Term Note" and, collectively, the "Second Priority Term Notes"). (b) Each First Priority Term Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the FPTL Initial Borrowing Date (or, in the case of First Priority Term Notes issued after the FPTL Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Tranche C First Priority Term Loan Commitment of such Lender on the FPTL Initial Borrowing Date before giving effect to any reductions thereto on such date (or, in the case of First Priority Term Notes issued after the FPTL Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of First Priority Term Loans of such Lender substantially plus the First Priority Term Loan Commitment of such Lender (if any) on the date of the issuance thereof) and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C of First Priority Term Note") and Loans evidenced thereby, (iv) mature on the Revolving First Priority Term Loan 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 Second Priority Term Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the SPTL Initial Borrowing Date (or, in the case of Second Priority Term Notes issued after the SPTL Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Second Priority Term Loan Commitment of such Lender on the SPTL Initial Borrowing Date before giving effect to any reductions thereto on such date (or, in the case of Second Priority Term Notes issued after the SPTL Initial Borrowing Date, be in a stated principal amount equal to the outstanding principal amount of Second Priority Term Loans of such Lender, substantially Lender plus the Second Priority Term Loan Commitment of such Lender (if any) on the date of the issuance thereof) and be payable in the form of Exhibit A-4 with appropriate insertions as to date and principal amount of Second Priority Term Loans evidenced thereby, ("Revolving Credit Note"). A Note iv) mature on the Second Priority Term Loan 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 Obligation other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby may thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower's obligations in respect of such Loans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall be assigned delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or otherwise transferred in whole obtain a Note evidencing its Loans to the Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower that would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provided). Any assignment At any time (including, without limitation, to replace any Note that has been destroyed or transfer lost) when any Lender requests the delivery of all or part of an Obligation evidenced by a Note to evidence any of its Loans, the Borrower shall be registered promptly execute and deliver to such Lender the requested Note in the Register only upon surrender for registration appropriate amount or amounts to evidence such Loans provided that, in the case of assignment a substitute or transfer replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of the loss or destruction and (ii) a customary lost/destroyed Note evidencing such Obligationindemnity, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, in each case in form and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent substance reasonably acceptable to the Borrower marked "cancelledand such requesting Lender, and duly executed by such requesting Lender." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of ----- and deliver interest on all the Loans made to it by each Lender Bank shall be evidenced (i) if Revolving Loans, by a promissory note of (each, a "Revolving Note" and, collectively, the "Revolving Notes") duly executed and delivered by the Borrower evidencing substantially in the form of Exhibit A hereto, with blanks appropriately completed in conformity herewith and (iii) if Acquisition Term Loans, by a promissory note (each, an "Acquisition Term Note" and, collectively, the Tranche A "Acquisition Term Loans of such LenderNotes") duly executed and delivered by the Borrower, substantially in the form of Exhibit A-1 B hereto, each with appropriate insertions as blanks appropriately completed in conformity herewith. (b) The Revolving Note of the Borrower issued to date and principal amount each Bank shall (a "Tranche A Term Note")i) be executed by the Borrower, (ii) be payable to the Tranche B Term Loans order of such Lender, substantially in Bank and be dated the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note")Closing Date, (iii) be in a stated principal amount equal to the Tranche C Term Loans Revolving Loan Commitment of such Lender substantially Bank and be payable in the form of Exhibit A-3 with appropriate insertions as to date and aggregate principal amount (a "Tranche C Term Note") and of the outstanding Revolving Loans evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final Revolving Credit Loans of such LenderLoan Maturity Date, substantially in the form of Exhibit A-4 with appropriate insertions as (v) be subject to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other applicable Credit Documents. (c) The Acquisition Term Note of the Borrower issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank and be dated the Closing Date, (iii) be in a stated principal amount equal to the Acquisition Term Loan Commitment of such Bank and be payable in the aggregate principal amount of the Acquisition Term Loan evidenced thereby, (iv) mature, with respect to each Loan evidenced thereby, on the Final Acquisition Term Loan Maturity Date, (v) be subject to mandatory prepayment as provided in Section 3.02, (vi) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Reserve Adjusted Eurodollar Loans, as the case may be, evidenced thereby and (vii) be entitled to the benefits of this Agreement and the other applicable Credit Documents. (d) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's or any Credit Party's obligations hereunder or under the other applicable Credit Documents in respect of such Loans.

Notes. The Borrower agrees that the Borrower will execute and deliver to Loan made by each Lender a under this Agreement shall be evidenced by, and repaid with interest in accordance with, promissory note notes of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date EXHIBITS B-1, X-0 xxx/xx X-0, xx applicable, duly completed and executed by Borrower, in an aggregate principal amount equal to such Lender's Loan Commitment (with each Tranche A Loan Commitment, Tranche B Loan Commitment and Tranche C Loan Commitment to be evidenced by separate promissory notes of Borrower in the respective amounts thereof), payable to such Lender for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any substitute notes pursuant to Section 3.07, 10.18, 10.22 or 12.05, a " Note"; all such Notes, collectively, the "Notes"). The Notes evidencing Tranche A are referred to herein collectively as the "Tranche A Term NoteNotes"), (ii) ; the Notes evidencing Tranche B Term Loans of such Lender, substantially in are referred to herein collectively as the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term NoteNotes"), (iii) ; and the Notes evidencing Tranche C Term are referred to herein collectively as the "Tranche C Notes." The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the applicable Maturity Date thereof, as the same may be accelerated or extended pursuant to the terms of the Loan Documents. Each Lender is hereby authorized by Borrower to endorse on the schedule attached to the Notes held by it, the amount of each advance and each payment of principal received by such Lender for the account of its Applicable Lending Office(s) on account of its Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loan made by such Lender. The failure by any Lender to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the Obligations. In case of any loss, theft, destruction or mutilation of any Lender's Note, Borrower shall, upon its receipt of an affidavit of an officer of such Lender substantially as to such loss, theft, destruction or mutilation, execute and deliver a replacement Note to such Lender in the form of Exhibit A-3 with appropriate insertions as to date and same principal amount (a "Tranche C Term and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that that: (i) The unpaid portion of the Loan owing to each Lender shall be evidenced by a Note, each dated the Closing Date, and payable to such Lender in an aggregate principal amount equal to the amount of such Lender’s Advance and otherwise duly completed. (ii) All references to Notes in the Loan Documents shall mean the Notes, if any, to the extent issued (and not returned to Borrower will for cancellation) hereunder, as the same may be amended, modified, divided, supplemented and/or restated from time to time in accordance with there terms hereof and thereof. (iii) Upon Agent’s written request, and in any event within five (5) Business Days of any such request, Borrower shall execute and deliver to each Lender a promissory note Agent, against receipt of old Notes, new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for the then existing Notes in such smaller amounts or denominations as Agent shall specify in its sole discretion; provided that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes that are outstanding at the time such request is made and are simultaneously therewith being surrendered to Borrower, and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned and surrendered to Borrower evidencing simultaneously with the issuance to Agent’s of the replacement Notes. (iiv) Upon receipt by Borrower of (a) evidence reasonably satisfactory to Borrower of the Tranche A Term Loans mutilation, destruction, loss or theft of such Lender, substantially in any Note and the form ownership thereof (which may include the return of Exhibit A-1 with appropriate insertions as to date and principal amount (a "Tranche A Term any mutilated Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (ivb) in the Revolving Credit Loans case of any such destruction, loss or theft, such surety or indemnification therefore as Borrower may reasonably request, Borrower shall, upon the written request of the holder of such LenderNote, substantially execute and deliver in replacement thereof a new Note in the form of Exhibit A-4 with appropriate insertions as to date and same form, in the same original principal amount ("Revolving Credit and dated the same date as the Note so mutilated, destroyed, lost or stolen; and such Note so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Note being replaced has been mutilated, it shall be surrendered to Borrower simultaneously with Agent’s receipt of the replacement Note"). A ; and if such replaced Note and the Obligation evidenced thereby may be assigned has been destroyed, lost or otherwise transferred stolen, such holder shall furnish Borrower with an indemnity in whole or writing reasonably acceptable to Borrower to save it harmless in part only by registration respect of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledreplaced Note." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower [SWK-Acer Therapeutics] Credit Agreement (a) Xxxxxxxx agrees that upon written notice by Agent to Borrower that a promissory note or other evidence of indebtedness is requested by Xxxxxxx to evidence the Loan and other Obligations owing or payable to, or to be made by, Xxxxxxx, Borrower will shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to each Lender Agent a promissory note in favor of Agent, for the Borrower evidencing (i) the Tranche A Term Loans benefit of such LenderLenders, substantially in the form attached hereto as Exhibit C. (b) Upon Agent’s written request, and in any event within ten (10) Business Days of Exhibit A-1 with appropriate insertions any such request, Borrower shall execute and deliver to Agent new Notes (on substantially the same terms and in substantially the same form) and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as to date and Agent shall specify in its sole discretion; provided that the aggregate principal amount (a "Tranche A Term Note"), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be issued replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within ten (10) days after Agent’s receipt of the designated Assignee replacement Notes; and (c) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the old Note ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be returned by surrendered to Borrower after Agent’s receipt of the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note replacement Notes; and the Obligation evidenced thereby shall be effective unless it shall if such replaced Notes have been recorded destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in the Register by the Administrative Agent as provided writing reasonably acceptable to Borrower to save them harmless in this subsection 2.5(i)respect of such replaced Note.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver interest on, all of the Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.05 and shall, if requested by such Lender, also be evidenced (i) if Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each a "Tranche A “Term Note"” and collectively, the “Term Notes”), (ii) the Tranche B Term Loans of such Lenderif Revolving Loans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions as to date blanks appropriately completed in conformity herewith (each a “Revolving Note” and principal amount (a "Tranche B Term Note")collectively, the “Revolving Notes”) and (iii) the Tranche C if Incremental Term Loans of such Lender Loans, by a promissory note substantially in the form of Exhibit A-3 B-3 with appropriate insertions as blanks appropriately completed in conformity herewith (each an “Incremental Term Note” and collectively, the “Incremental Term Notes”). (b) The Term Note issued to each Lender with a Term Loan Commitment and/or outstanding Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date (or, in the case of any Term Note issued after the Effective Date, the date and of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender on the Effective Date (or, in the case of any Term Note issued after the Effective Date, in a "Tranche C stated principal amount equal to the outstanding principal amount of the Term Note"Loans of such Lender on the date of the issuance thereof) and be payable in the principal amount of Term Loans evidenced thereby from time to time, (iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Lender (together with a customary indemnity from such Lender in form and substance satisfactory to the Borrower) that a Term Note has been lost, stolen, destroyed or mutilated, the Borrower will issue a replacement Term Note in the same principal amount thereof and otherwise of like tender. (c) The Revolving Note issued to each RL Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such RL Lender or its registered assigns and be dated the Effective Date (or if issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such RL Lender and be payable in a principal amount equal to the amount of Revolving Loans made by such RL Lender and which are outstanding from time to time, (iv) mature on the Revolving Credit Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. Upon receipt of an affidavit of an officer of the Lender (together with a customary indemnity from such Lender in form and substance satisfactory to the Borrower) that a Revolving Note has been lost, stolen, destroyed or mutilated, the Borrower will issue a replacement Revolving Note in the same principal amount thereof and otherwise of like tender. (d) The Incremental Term Note issued to each Lender with an Incremental Term Loan Commitment and/or outstanding Incremental Term Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the date of issuance thereof, (iii) be in a stated principal amount equal to the respective Incremental Term Loans made by such Lender on the effective date of the respective Incremental Term Loan Commitment for such Tranche of Incremental Term Loans (or, if issued thereafter be in a stated principal amount equal to the outstanding principal amount of the Incremental Term Loans of such Lender, substantially Lender at such time for such Tranche of Incremental Term Loans) and be payable in the form of Exhibit A-4 with appropriate insertions as to date and principal amount of Incremental Term Loans evidenced thereby from time to time, ("Revolving Credit Note"). A Note iv) mature on the Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Obligation other Credit Documents. Upon receipt of an affidavit of an officer of the Lender (together with a customary indemnity from such Lender in form and substance satisfactory to the Borrower) that an Incremental Term Note has been lost, stolen, destroyed or mutilated, the Borrower will issue a replacement Incremental Term Note in the same principal amount thereof and otherwise of like tender. (e) Each Lender will record on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of its Note endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby may thereby. Failure to make any such notation or any error in any such notation shall not affect the Borrower’s obligations in respect of such Loans. (f) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, Notes shall only be assigned delivered to Lenders which at any time specifically request the delivery of such Notes. No failure of any Lender to request or otherwise transferred in whole obtain a Note evidencing its Loans to the Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provided). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Lender, also be evidenced (i) in the case of Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date blanks appropriately completed in conformity herewith (each a “Revolving Note” and, collectively, the “Revolving Notes”) and principal amount (a "Tranche A Term Note"), (ii) in the Tranche B Term Loans case of such LenderSwingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions as blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) The Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date (or, if issued to an Eligible Transferee after the Restatement Effective Date, be dated the date and principal amount (a "Tranche B Term Note"of issuance thereof), (iii) be in a stated principal amount equal to the Tranche C Term Loans Commitment of such Lender substantially and be payable in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and of the outstanding Revolving Loans evidenced thereby, (iv) mature on the Revolving Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the Swingline Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the outstanding Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations in respect of such LenderLoans. (e) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, substantially in Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the form delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Lender to date and principal amount ("Revolving Credit Note"). A request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Borrower shall affect or in part only any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by registration of such assignment or transfer of such Note and the Obligation Borrower which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the guaranties therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so provided). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Lender requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Borrower shall (at its expense) promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Lender the requested Note or Notes in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) The Borrower agrees that Borrower’s obligation to pay the Borrower will execute principal of and deliver interest on the Loan to each Lender the Lenders shall be evidenced by a blank promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions Annex B (each, a “Note”). Each Note shall be valid and enforceable as to date and its principal amount at any time only to the extent of the amount disbursed and outstanding under the Loan evidenced thereby; and, as to interest, only to the extent of the interest accrued and unpaid thereon. Each Note shall be (i) payable to a "Tranche A Term Note")Lender, (ii) dated the Tranche B Term Loans of Initial Disbursement Date and (iii) payable at the date referred to in the corresponding Instructions Letter. On the Initial Disbursement Date, the Borrower shall provide to the Administrative Agent for distribution to each Lender (i) a duly executed Note for such Lender, Lender and (ii) a duly executed Instructions Letter substantially in the form of Exhibit A-2 Annex C, pursuant to which the Borrower authorizes such Lender to complete its Note issued in accordance with appropriate insertions as this Section 2.06. (b) In case of loss, theft, partial or complete destruction or mutilation of a Note, the affected Lender shall be entitled to date request to the Borrower, and principal amount the Borrower shall promptly (a "Tranche B Term Note"), but in any event within ten (iii10) the Tranche C Term Loans Business Days of such notice) execute and deliver to such Lender substantially in lieu thereof a new Note, dated the same date as the lost, stolen, destroyed or mutilated Note, in replacement of the Note; provided that, in the form case of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term any mutilated Note") and (iv) the Revolving Credit Loans of , such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old mutilated Note shall be returned to the Borrower. Each Lender shall, prior to delivery of any replacement Note by the Borrower also comply with the procedures established by the relevant provisions of Section III of Chapter VI of Title III of the Third Book of the Commercial Code, amended from time to time, and by Article 398 of Law 1564 of 2012 (Código General del Proceso) or any other Applicable Law in connection with the case of loss, theft, partial or complete destruction or mutilation of a Note. In the event that any lost or stolen Note is subsequently found, such Lender shall cancel such Note and deliver such cancelled Note to the Borrower; provided further that the Borrower shall have already delivered a substitute Note to the Administrative Agent. In the event of execution and delivery of a new Note as contemplated by this clause (b), such Lender shall reimburse and indemnify the Borrower for and against any and all direct liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Borrower as a result of any negotiation with, or presentation by, any Person for collection of any sums due under or with respect to such Xxxxxx’s original Note being lost or stolen, excluding any such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements caused by the Borrower. All replacement Notes issued in connection with this Agreement shall be signed by an Authorized Officer of the Borrower. (c) The payment of any part of the principal of any such Note shall discharge the obligation of the Borrower under this Agreement to pay the portion of the principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of the Loan in accordance with the terms hereof shall discharge the obligations of the Borrower under the Notes evidencing the Loan pro tanto. (d) Upon discharge of all obligations of the Borrower under the Loan, the Lenders shall cancel all the Notes and promptly return them to the Borrower. (e) The Notes shall only be sold, assigned or transferred in accordance with the provisions of this Agreement and Applicable Law. (f) Each Lender agrees and covenants that it will fill the blank spaces left in any Note in accordance with the corresponding Instructions Letter. Each Lender further agrees and ​ covenants that it will not complete or seek enforcement of its Notes other than in accordance with the instructions set forth in the corresponding Instructions Letter. (g) In the case of a permitted assignment pursuant to Section 11.03, (i) if requested by the assignee and if such assignment is of the aggregate Disbursement amount(s) held by the assigning Lender, the Lender shall deliver to the Administrative Agent for further delivery to the Borrower marked "cancelled." No assignment concurrently with the execution and delivery by the Borrower to the Administrative Agent of a the new Notes in the manner contemplated in clause (ii) below, the Note held by such assigning Lender evidencing such Disbursements (for any assigning Lender, together with the related Instructions Letter, the “Existing Notes” of such assigning Lender) and (ii) if requested by the assigning Lender or the relevant assignee, the Administrative Agent shall as promptly as reasonably practicable request that the Borrower, and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by Borrower hereby agrees to, execute and deliver to the Administrative Agent as provided promptly as reasonably practicable (for further delivery to such assigning Lender (if applicable) and such assignee) a new Note or Notes (together with the related Instructions Letter) evidencing the Disbursement(s) held by such assigning Lender (if applicable) and such assignee (in this subsection 2.5(iexchange for Existing Notes to the extent such assignment is of the aggregate amount of Disbursement(s) held by the assigning Lender).

Notes. The Borrower agrees that (a) Subject to the Borrower will execute provisions of Section 1.05(f), the Company's obligation to pay the principal of, and deliver to interest on, all the Loans made by each Lender Bank shall be evidenced (i) if Dollar Facility Revolving Loans, by a promissory note of duly executed and delivered by the Borrower evidencing (i) the Tranche A Term Loans of such Lender, Company substantially in the form of Exhibit A-1 B-1, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche A Term Dollar Facility Revolving Note" and, collectively, the "Dollar Facility Revolving Notes"), (ii) if Dual Currency Facility Revolving Loans, by a promissory note duly executed and delivered by the Tranche B Term Loans of such Lender, Company substantially in the form of Exhibit A-2 B-2, with appropriate insertions as to date and principal amount blanks appropriately completed in conformity herewith (each, a "Tranche B Term Dual Currency Facility Revolving Note" and, collectively, the "), Dual Currency Facility Revolving Notes") and (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Tranche C Term Loans of such Lender Company substantially in the form of Exhibit A-3 B-3, with blanks appropriately completed in conformity herewith (the "Swingline Note"). (b) The Dollar Facility Revolving Note issued to each Dollar Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dollar Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date of issuance thereof), (iii) be in a stated principal amount equal to the Dollar Facility Revolving Loan Commitment of such Dollar Facility Bank and be payable in the principal amount of the Dollar Facility Revolving Loans evidenced thereby from time to time, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate insertions clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement. (c) The Dual Currency Facility Revolving Note issued to each Dual Currency Facility Bank shall (i) be executed by the Company, (ii) be payable to the order of such Dual Currency Facility Bank, an affiliate designated by such Dual Currency Facility Bank or its registered assigns and be dated the Restatement Effective Date (or, if issued thereafter, the date and of issuance thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to the Dual Currency Facility Revolving Loan Commitment of such Dual Currency Facility Bank on the date of issuance thereof (or, if issued after the termination of such Dual Currency Facility Revolving Loan Commitment, in an amount equal to the Individual Dual Currency Facility Exposure of the respective Dual Currency Facility Bank), provided that if, because of fluctuations in exchange rates after the Restatement Effective Date, the Dual Currency Facility Revolving Note of any Dual Currency Facility Bank would not be at least as great as the outstanding principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans made by such Dual Currency Facility Bank at any time outstanding, the respective Dual Currency Facility Bank may request (and in such case the Company shall promptly execute and deliver) a "Tranche C Term new Dual Currency Facility Revolving Note in an amount equal to the aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated Revolving Loans evidenced thereby) of the Dual Currency Facility Revolving Loans of such Dual Currency Facility Bank outstanding on the date of the issuance of such new Dual Currency Facility Revolving Note") and , (iv) with respect to each Dual Currency Facility Revolving Loan evidenced thereby, be payable in the respective Available Currency in which such Dual Currency Facility Revolving Loan was made, (v) mature on the Final Maturity Date, (vi) bear interest as provided in the appropriate clauses of Section 1.08 in respect of the Dual Currency Facility Revolving Loans evidenced thereby from time to time, (vii) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and (viii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Swingline Note issued to the Swingline Bank shall (i) be executed by the Company, (ii) be payable to the order of the Swingline Bank or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or endorsement shall not affect the Company's obligations in respect of such LenderLoans. (f) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, substantially in Notes shall only be delivered to the form Banks which at any time specifically request the delivery of Exhibit A-4 with appropriate insertions as such Notes. No failure of any Bank to date and principal amount ("Revolving Credit Note"). A request or obtain a Note and evidencing its Loans to the Obligation evidenced thereby may be assigned or otherwise transferred in whole Company shall affect or in part only by registration any manner impair the obligations of such assignment or transfer of such Note the Company to pay the Loans (and the Obligation all related Obligations) which would otherwise be evidenced thereby in accordance with the Register requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Bank which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (and each Note shall expressly so providee). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in At any time when any Bank requests the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment delivery of a Note to evidence any of its Loans, the Company shall promptly execute and deliver to the Obligation evidenced thereby shall be effective unless it shall have been recorded respective Bank the requested Note or Notes in the Register by the Administrative Agent as provided in this subsection 2.5(i)appropriate amount or amounts to evidence such Loans.

Notes. (a) At the Initial Closing, the Company shall issue and sell $50,000,000 aggregate principal amount of Notes (the “Initial Notes”) to the several Purchasers as provided in this Agreement, and each Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall, severally and not jointly, purchase from the Company the respective principal amount of Notes set forth opposite such Purchaser’s name in Schedule A hereto (each such Purchaser’s “Initial Note Amount”) at a price equal to 100% of the principal amount thereof (the “Purchase Price”). (b) Each Purchaser shall for a period of 30 days following the date of the Initial Closing (the “Exercise Period”) have the right, but not the obligation, to elect to purchase all or any portion of such Purchaser’s Pro Rata Portion of an additional $20,000,000 aggregate principal amount of Notes (the “Additional Notes”) at the Purchase Price, on the terms and conditions set forth herein, by delivering a written notice to the Company in the form attached hereto as Schedule C (an “Exercise Notice”) specifying the principal amount of the Additional Notes such Purchaser desires to purchase, including any amount in excess of such Purchaser’s Pro Rata Portion, by the end of the Exercise Period. If and to the extent that any Purchasers (i) do not exercise their right to purchase the full amount of their respective Pro Rata Portion of the Additional Notes or (ii) withdraw their respective Exercise Notices by written notice to the Company delivered by the end of the Exercise Period, the aggregate unexercised amount of such Pro Rata Portions (the “Remaining Additional Notes”) will be available for purchase by each Purchaser that exercised its rights to purchase its Pro Rata Portion of the Additional Notes in full (each, a “Fully Exercising Purchaser”). Each Fully Exercising Purchaser shall have the right to purchase such Fully Exercising Purchaser’s pro rata percentage of the Remaining Additional Notes, as determined by dividing (i) such Fully Exercising Purchaser’s Initial Note Amount by (ii) the aggregate Initial Note Amounts of all Fully Exercising Purchasers. The Borrower agrees delivery of an Exercise Notice by a Purchaser that is not withdrawn by such Purchaser by the Borrower will execute end of the Exercise Period shall be a binding and irrevocable offer by such Purchaser to purchase the Additional Notes described therein. The failure of a Purchaser to deliver an Exercise Notice by the end of the Exercise Period shall constitute a waiver of its rights under this Section 1.1 with respect to the purchase of Additional Notes. (c) No later than five (5) Business Days following the expiration of the Exercise Period, the Company shall provide written notice (the “Acceptance Notice”) to each Lender a promissory note of the Borrower evidencing Purchaser specifying (i) the Tranche A Term Loans amount of Additional Notes that such LenderPurchaser has agreed to purchase (including, substantially in for the form avoidance of Exhibit A-1 with appropriate insertions doubt, where such number is zero) (each such Purchaser’s “Additional Note Amount”) and specifying the date of the Additional Closing (as to date and principal amount (a "Tranche A Term Note"defined below), (ii) the Tranche B Term Loans of such Lender, substantially in the form of Exhibit A-2 with appropriate insertions as to which date and principal amount (a "Tranche B Term Note"), (iii) the Tranche C Term Loans of such Lender substantially in the form of Exhibit A-3 with appropriate insertions as to date and principal amount (a "Tranche C Term Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer not less than five (5) Business Days nor more than fifteen (15) Business Days after delivery of the Acceptance Notice. The Company’s calculation of any Additional Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes Amount shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelledconclusive, absent manifest error." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).

Notes. The Borrower agrees that (a) Each Borrower's obligation to pay the Borrower will execute principal of, and deliver to interest on, the Loans made by each Lender a promissory note of the Borrower evidencing Bank shall be evidenced: (i) the Tranche A Term Loans of such Lenderif Revolving Loans, by an amended and restated promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit A-1 B-1, with appropriate insertions blanks appropriately completed in conformity with this Agreement, as amended from time to date time in accordance with the provisions of this Agreement (each, an "Amended and principal amount (a Restated Revolving Note," and collectively, the "Tranche A Term NoteAmended and Restated Revolving Notes"), ; (ii) the Tranche B if Term Loans of such LenderLoans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit A-2 B-2, with appropriate insertions blanks appropriately completed in conformity with this Agreement, as amended from time to date and principal amount time in accordance with the provisions of this Agreement (each, a "Tranche B Term Note," and collectively, the "), Term Notes") and (iii) the Tranche C Term Loans of such Lender if Swingline Loans, by an amended and restated promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit A-3 B-3, with appropriate insertions as blanks appropriately completed in conformity with this Agreement (the "Swingline Note"). (b) The Amended and Restated Revolving Note issued to date each Bank shall: (i) be executed by each Borrower, (ii) be payable to the order of such Bank and be dated the Effective Date; (iii) be in a stated principal amount (a "Tranche C Term Note") equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the Revolving Loans evidenced by such Amended and Restated Revolving Note from time to time; (iv) mature on the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount Final Maturity Date; ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byv) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent bear interest as provided in this subsection 2.5(i).the appropriate clause of Section 2.8 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby; (vi) be subject to

Notes. (a) The Borrower agrees that Borrower's obligation to pay the Borrower will execute principal of, ----- and deliver interest on, all the Loans made to it by each Lender Bank shall be evidenced (i) if A Term Loans, by a promissory note of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 B-1 with appropriate insertions blanks appropriately completed in conformity herewith (each, as amended from time to date and principal amount (a time, an "Tranche A Term Note" and, collectively, the "A Term Notes"), (ii) the Tranche if B Term Loans of such LenderLoans, by a promissory note substantially in the form of Exhibit A-2 B-2 with appropriate insertions blanks appropriately completed in conformity herewith (each, as amended from time to date and principal amount (time, a "Tranche B Term Note" and, collectively, the "B Term Notes"), (iii) the Tranche C Term Loans of such Lender if Revolving Loans, by a promissory note substantially in the form of Exhibit A-3 B-3 with appropriate insertions blanks appropriately completed in conformity herewith (each, as amended from time to date and principal amount (time, a "Tranche C Term Revolving Note" and, collectively, the "Revolving Notes") and (iv) the Revolving Credit Loans of such Lenderif Swingline Loans, by a promissory note substantially in the form of Exhibit A-4 B-4 with appropriate insertions blanks appropriately completed in conformity herewith (as amended from time to date and principal amount (time, the "Revolving Credit Swingline Note"). . (b) The A Term Note and issued to each Bank shall (i) be executed by the Obligation evidenced thereby may Borrower, (ii) be assigned or otherwise transferred in whole or in part only by registration payable to the order of such assignment Bank or transfer its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the A Term Loan Commitment of such Note Bank on the Initial Borrowing Date and the Obligation evidenced thereby be payable in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer principal amount of the Note evidencing such ObligationA Term Loans evidenced thereby, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed byiv) mature on the holder thereofA Term Loan Maturity Date, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this subsection 2.5(i)Agreement and the other Credit Documents. (c) The B Term Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the B Term Loans made by such Bank on the Initial Borrowing Date and be payable in the principal amount of the B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) The Revolving Note issued to each Bank shall (i) be executed by the Borrower, (ii) be payable to the order of such Bank or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank on the Initial Borrowing Date and be payable in the principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (e) The Swingline Note issued to BTCo shall (i) be executed by the Borrower, (ii) be payable to the order of BTCo or its registered assigns and be dated the Initial Borrowing Date, (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of the Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01 and mandatory repayment as provided in Section 4.02, and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (f) Each Bank will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation shall not affect the Borrower's obligations in respect of such Loans.

Notes. The Borrower agrees that the Borrower will execute and deliver to Loan made by each Lender a under this Agreement shall be evidenced by, and repaid with interest in accordance with, promissory note notes of the Borrower evidencing (i) the Tranche A Term Loans of such Lender, substantially in the form of Exhibit A-1 with appropriate insertions as to date EXHIBITS B-1, X-0 xxx B-3, duly completed and executed by Borrower, in an aggregate principal amount equal to such Lender's Loan Commitment (with each Tranche A Loan Commitment, Tranche B Loan Commitment and Tranche C Loan Commitment to be evidenced by separate promissory notes of Borrower in the respective amounts thereof), payable to such Lender for the account of its Applicable Lending Office (each such note, as the same may hereafter be amended, modified, extended, severed, assigned, renewed or restated from time to time, including any substitute notes pursuant to Section 3.07, 10.18, 10.22 or 12.05, a " Note"; all such Notes, collectively, the "Notes"). The Notes evidencing Tranche A are referred to herein collectively as the "Tranche A Term NoteNotes"), (ii) ; the Notes evidencing Tranche B Term Loans of such Lender, substantially in are referred to herein collectively as the form of Exhibit A-2 with appropriate insertions as to date and principal amount (a "Tranche B Term NoteNotes"), (iii) ; and the Notes evidencing Tranche C Term are referred to herein collectively as the "Tranche C Notes." The Notes shall mature, and all outstanding principal and accrued interest and other sums thereunder shall be paid in full, on the applicable Maturity Date thereof, as the same may be accelerated or extended. Each Lender is hereby authorized by Borrower to endorse on the schedule attached to the Notes held by it, the amount of each advance and each payment of principal received by such Lender for the account of its Applicable Lending Office(s) on account of its Loan, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Loan made by such Lender. The failure by any Lender to make such notations with respect to the Loans or each advance or payment shall not limit or otherwise affect the Obligations. In case of any loss, theft, destruction or mutilation of any Lender's Note, Borrower shall, upon its receipt of an affidavit of an officer of such Lender substantially as to such loss, theft, destruction or mutilation, execute and deliver a replacement Note to such Lender in the form of Exhibit A-3 with appropriate insertions as to date and same principal amount (a "Tranche C Term and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note") and (iv) the Revolving Credit Loans of such Lender, substantially in the form of Exhibit A-4 with appropriate insertions as to date and principal amount ("Revolving Credit Note"). A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Obligation, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the holder thereof, and thereupon one or more new Notes shall be issued to the designated Assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "cancelled." No assignment of a Note and the Obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.5(i).