Common use of Term Loan Notes Clause in Contracts

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit E (individually, a “Closing Date Term Loan Note”) which note shall be (i) payable to such Closing Date Term Lender, (ii) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (iii) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note. (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit F (individually, an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Term Loan Note.

Term Loan Notes. (ia) Upon The Borrower agrees that, upon the request to the Administrative Agent by any Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 10.6(b), in order to evidence such Term Lender, each Closing Date Term Loan Lender’s Closing Date Term Loan, the Borrower will execute and deliver to such Term Loan shall be evidenced by Lender a promissory note substantially in the form of Exhibit E A (individuallyeach, as amended, supplemented, replaced or otherwise modified from time to time, a “Closing Date Term Loan Note”) which note shall be (i) ), with appropriate insertions therein as to payee, date and principal amount, payable to such Closing Date Term Lender, (ii) Loan Lender and in a principal amount equal to the unpaid principal amount of the applicable Term Loans made (or acquired by assignment pursuant to subsection 10.6(b)) by such Closing Date Term Lender’s Closing Date Loan Lender to the Borrower. Each Term Loan, (iii) Loan Note shall be dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be payable as provided in subsection 2.2(b) and provide for the payment of interest in accordance with subsection 3.1. (wb) The aggregate Term Loans of all the Term Loan Lenders shall be payable in consecutive quarterly installments up to such Closing Date Term Lender, and including (x) the Tranche A Term Loan Maturity Date (in the amount case of such Closing Date Tranche A Term Lender’s Closing Date Term LoanLoans) and, (y) dated the Closing Date or the July 2017 Amendment Effective Tranche B Term Loan Maturity Date (or such other date acceptable to in the applicable Lendercase of Tranche B Term Loans) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date the Tranche C Term Loan Note. Maturity Date (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form case of Exhibit F Tranche C Term Loans), in each case (individuallysubject to reduction as provided in subsection 3.4), an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) 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 Incremental Term Lender’s Incremental Term LoanLoans then outstanding): Each March 31, (iii) dated June 30, September 30 and December 31 ending prior to the Incremental Effective Date for the applicable Incremental Tranche A Term Loan Borrowing and (iv) otherwise appropriately completed. IfMaturity Date, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental Tranche B Term Loan Note be executed to evidence separately such PortionsMaturity Date or Tranche BC Term Loan Maturity Date, then each such note shall be substantially in as applicable 0.25% of the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the original aggregate principal amount of the Term Loans (as such Incremental amount may be increased by the funding of Delayed Draw Term Lender’s Incremental Term Loan, (yLoans) dated the Incremental Effective Date for the applicable Incremental Tranche A Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Maturity Date All unpaid aggregate principal amounts of any outstanding Tranche A Term Loans Tranche B Term Loan Note.Maturity Date All unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit E (individually, a “Closing Date Term Loan Note”) which note shall be (i) payable to such Closing Date Term Lender, (ii) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (iii) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Term SOFR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note. (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit F (individually, an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Term SOFR Portions, such Incremental Term Lender requests that separate Incremental Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Term Loan Note.

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit E (individually, a “Closing Date Term Loan Note”) which note shall be (i) payable to such Closing Date Term Lender, (ii) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (iii) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note. (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit F (individually, an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Term Loan Note.

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit E (individually, a “Closing Date Term Loan Note”) which note shall be (i) payable to such Closing Date Term Lender, (ii) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (iii) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note. (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit F (individually, an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Term Loan Note.. -70-

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit E (individually, a “Closing Date Term Loan Note”) which note shall be (i) payable to such Closing Date Term Lender, (ii) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (iii) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Closing Date Term Lender requests that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note.Term (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit F (individually, an “Incremental Term Loan Note”) which note shall be (i) payable to such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completed. Such notes shall, collectively, constitute an Incremental Term Loan Note. (d) Swing Line Notes. Upon request by the Swing Line Lender, the Swing Line Lender’s Swing Line Loans shall be evidenced by a promissory note substantially in the form of Exhibit M (individually, a “Swing Line Note”) which note shall be (i) payable to the Swing Line Lender, (ii) in the amount of the Swing Line Lender’s Swing Line Loans, (iii) dated the Closing Date (or such other date acceptable to the applicable Lender) and (iv) otherwise appropriately completed.

Term Loan Notes. (i) Upon request by any Closing Date Term Lender, each Closing Date Term Lender’s Closing Date Each Term Loan by a Lender to the Company shall be evidenced by a promissory note of the Company substantially in the form of attached hereto as Exhibit E B (individuallyeach as may be amended, restated, supplemented or modified, from time to time, individually a “Closing Date Term Loan Note” and, collectively, the “Term Loan Notes”) which note shall be (i) ), each appropriately completed, duly executed and delivered on behalf of the Company and payable to the order of such Closing Date Term Lender, (ii) Lender in a principal amount equal to the amount of such Closing Date Term Lender’s Closing Date Loan made by such Lender advanced on the applicable Borrowing Date. Each Term LoanLoan Note shall (a) be stated to mature on the applicable Term Loan Maturity Date, (iiib) dated bear interest from the Closing Date or date thereof until paid in full on the July 2017 Amendment Effective Date (or such other date acceptable unpaid principal amount thereof from time to the applicable Lender) time outstanding as provided in Section 3.01 and (ivc) otherwise appropriately completed. If, because any Closing Date Term Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, be payable in such Closing Date Term Lender requests number of consecutive equal monthly installments so that separate promissory notes be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit E, mutatis mutandis to reflect such division, and shall be (w) payable to such Closing Date Term Lender, (x) in the amount of such Closing Date Term Lender’s Closing Date Term Loan, (y) dated the Closing Date or the July 2017 Amendment Effective Date (or such other date acceptable to the applicable Lender) and (z) otherwise appropriately completed. Such notes shall, collectively, constitute a Closing Date Term Loan Note. (ii) Upon request by any Incremental Term Lender, each Incremental Term Lender’s Incremental Date Term Loan shall be evidenced fully amortized by a promissory note substantially the applicable Term Loan Maturity Date and such installments shall commence on the first day of the month following the Borrowing Date of such Term Loan and on the first day of each month thereafter, provided that the outstanding principal amount of each Term Loan shall be due and payable on the applicable Term Loan Maturity Date, together with interest thereon as of such date. Each Term Loan shall bear interest from the date of funding thereof until paid in full on the form unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum specified in Section 3.01. Each Lender is authorized to record the date, Type and amount of Exhibit F (individually, an “Incremental each Term Loan and the date and amount of each payment or prepayment of principal of each Term Loan in such Lender’s records or on the grid schedule annexed to the Term Loan Note”) which note shall be (i) payable ; provided, however, that the failure of a Lender to set forth each such Incremental Term Lender, (ii) in the amount of such Incremental Term Lender’s Incremental Term Loan, (iii) dated payment and other information shall not in any manner affect the Incremental Effective Date for obligation of the applicable Incremental Company to repay each Term Loan Borrowing and (iv) otherwise appropriately completed. If, because any Incremental Term made by such Lender designates separate Applicable Lending Offices for Base Rate Portions and LIBOR Portions, such Incremental Term Lender requests that separate Incremental in accordance with the terms of its Term Loan Note be executed to evidence separately such Portions, then each such note shall be substantially in the form of Exhibit F, mutatis mutandis to reflect such division, and shall be (w) payable to such Incremental Term Lender, (x) in the amount of such Incremental Term Lender’s Incremental Term Loan, (y) dated the Incremental Effective Date for the applicable Incremental Term Loan Borrowing and (z) otherwise appropriately completedthis Agreement. Such notes shall, collectively, constitute an Incremental Each Term Loan Note, the grid schedule and the books and records of such Lender shall constitute conclusive evidence of the information so recorded absent manifest error.