Common use of Term Notes Clause in Contracts

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) The Term 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 Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Term Loan Commitment of such Lender and be payable in the principal amount of the outstanding Term Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any the transfer of any of its Term Notes Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (c). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower D, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each the Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes with respect to the Term Loan will endorse on the reverse side thereof the outstanding principal amount of the Term Loans Loan evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term LoansLoan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans Loan to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor guarantees therefore provided pursuant to the various Credit Loan Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans Loan shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term LoansLoan, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoansLoan.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the ----------- "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie ----------- evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. The obligations to repay the Term Loans and to pay interest thereon shall be evidenced by separate promissory notes of the Borrowers to each Lender in substantially the form of Exhibit G-2 attached hereto (a) Subject the "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the provisions order of Section 2.20(c), each Lender in a principal amount equal to such Lender's Term Loan Commitment and representing the obligation obligations of the applicable Borrower or Borrowers to pay such Lender the amount of such Lender's Term Loan Commitment or, if less, the aggregate unpaid principal of, and interest on, a amount of the Term Loan made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrowers irrevocably authorize each New Term Lender to such Borrower make or Borrowers shall cause to be evidenced by made appropriate notations on its Term Loan Note, or on a promissory note duly executed record pertaining thereon, reflecting Term Loans and delivered by such Borrower or Borrowers substantially in the form set forth in repayments thereof. The outstanding amount of the Term Loan Supplement for set forth on such Lender's Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans Note or record shall be substantially in prima facie evidence of the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower the Borrowers hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced (i) in the case of A Term Loans, by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B-1, with blanks appropriately completed in conformity herewith (each a each, an “2008 Incremental A Term Loan Note” and, collectively, the “2008 Incremental A Term Loan Notes”)), (ii) in the case of B Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewithherewith (each, a “B Term Note” and, collectively, the “B Term Notes”), (iii) in the case of Incremental Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, an “Incremental Term Note” and, collectively, the “Incremental Term Notes”) and (iv) in the case of Extended Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-4, with blanks appropriately completed in conformity herewith (each an “Extended Term Note” and, collectively, the “Extended Term Notes”). (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental The Term Loans shall be substantially evidenced by: (a) a Term Note A (together with any and all renewal, extension, modification, substitute or replacement notes executed by Borrower and given in substitution therefor, the "Term Note A") in the form prepared by and acceptable to the Bank, duly executed by Borrower and payable to the order of Exhibit B-5 and the Bank. At the time of the disbursement of Term Loan A or a repayment made in whole or in part thereon, a notation thereof shall be executed by made on the U.S. Borrower books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (each a “2008 Incremental i) the principal amount of Term Loan Note” andA advanced hereunder, collectively, the “2008 Incremental (ii) any accrued and unpaid interest owing on Term Loan Notes”))A and (iii) all amounts repaid on Term Loan A. The failure to record any such amount or any error in recording such amounts shall not, however, limit or otherwise affect the obligations of Borrower under Term Note A to repay the principal amount of Term Loan A, together with blanks appropriately completed in conformity herewithall interest accruing thereon. (b) Each New a Term Lender will note on its internal records Note B (together with any and all renewal, extension, modification, substitute or replacement notes executed by Borrower and given in substitution therefor, the amount "Term Note B") in the form prepared by and acceptable to the Bank, duly executed by Borrower and payable to the order of each the Bank. At the time of the disbursement of Term Loan B or a repayment made by it to each Borrower of such Term Loan and each payment in respect whole or in part thereon, a notation thereof and will prior to any transfer of any of its Term Notes endorse shall be made on the reverse side thereof books and records of the outstanding Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (i) the principal amount of Term Loans evidenced thereby. Failure Loan B advanced hereunder, (ii) any accrued and unpaid interest owing on Term Loan B and (iii) all amounts repaid on Term Loan B. The failure to make record any such notations or endorsements, amount or any error in recording such notation amounts shall not, however, limit or endorsement, shall not otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a under Term Note evidencing its outstanding B to repay the principal amount of Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term LoansLoan B, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loanstogether with all interest accruing thereon.

Term Notes. Upon the request of any Term Loan Lender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (aeach, a "Term Note"), which shall (i) Subject be payable to the provisions order of Section 2.20(csuch Term Loan Lender and be dated the Closing Date, (or, in the case of Term Notes issued after the Closing Date, be dated the date of the issuance thereof), (ii) be in a stated principal amount equal to the Term Loan made by such Term Loan Lender, (iii) represent the obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a to such Term Loan made by each New Term Lender to such Borrower or Borrowers shall be evidenced by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in principal amount or, if less, the form set forth in outstanding amount of the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan Lender, plus interest accrued thereon as set forth in s. 4.6 or s. 4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The Borrowers irrevocably authorize each Term Loan Lender with a Term Note to make or cause to be made a notation on such Term Loan Lender's Term Note Record reflecting the original principal amount of such Term Loan Lender's Term Loan Percentage of the Term Loan and, at or about the time of the receipt of any payment in respect thereof and will of principal on such Lender's Term Note, an appropriate notation on such Lender's Term Note Record reflecting the receipt of such payment. Each Term Loan Lender holding a Term Note will, prior to any transfer of any of its such Term Notes Note, endorse on the reverse side thereof the outstanding principal amount of Term Loans Loan evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s Borrowers' obligations in respect of such Term LoansLoan. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay the Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.12 and shall, if requested by such Lender, also be evidenced if requested by any applicable Lender, by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes Borrower shall only be delivered required to New deliver Term Notes to Lenders with Term Loans which at any time specifically promptly following request for the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no any event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. If so requested by a Lender (a) Subject to at or at any after the provisions of Section 2.20(cFunding Date), the obligation obligations of the applicable Borrower or Borrowers to repay the Term Loans and to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a promissory note duly executed Term Note, with appropriate insertions. One Term Note shall be issued to the order of each Lender that so requests a Term Note, and delivered by such Borrower Term Note shall be in a principal amount equal to such Lender’s Term Loan Commitment (or Borrowers substantially in the form set forth in event such Notes are issued after the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental Term Loan Note” and, collectivelyFunding Date, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced therebyowed to such Lender) and shall represent the obligations of the Borrower to pay such Lender the amount of such Lender’s Term Loan, plus interest accrued thereon, as set forth herein. Failure The Borrower irrevocably authorizes each Lender that has been issued a Term Note to make any or cause to be made appropriate notations on its Term Note, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loan set forth on such notations Lender’s Term Note or endorsementsrecord shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or endorsement, record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of or interest on any Term Note when due. Any of the foregoing to the contrary notwithstanding, any lack of a Lender’s request to be issued a Term Note shall not, in any manner, diminish the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower or Borrowers to pay repay the Term Loans (and made by such Lender, together with all related Obligations) which would otherwise be evidenced thereby in accordance with other amounts owing to such Lender by 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoansBorrower.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such Borrower or notes of the Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 E-2 attached ----------- hereto (the "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Term Loan Commitment and shall representing the obligations of the Borrowers to pay such Lender the amount of such Lender's Term Loan Commitment or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrowers irrevocably authorize each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure ----- ----- thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower the Borrowers hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, premium (if any), and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially substan-tially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each each, a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, in the event of any conflict between the books and records of any Lender and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers to pay the Term Loans (and all related Credit Document 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such Borrower or notes of the Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 E-2 attached hereto (the "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Term Loan Commitment and shall representing the obligations of the Borrowers to pay such Lender the amount of such Lender's Term Loan Commitment or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrowers irrevocably authorize each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower the Borrowers hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for EXHIBIT C-2 attached hereto (the 2008 Incremental "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans shall and representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the Each Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender to such Borrower or Borrowers shall be evidenced in the Register maintained by a the Administrative Agent pursuant to Section 13.16 and shall, if requested by such Lender, also be evidenced by one or more promissory note notes duly executed and delivered by such each Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B, with blanks appropriately completed in conformity herewith (each a each, an “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in such notation or endorsement, shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above in this Section 2.04 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower the Borrowers shall affect or in any manner impair the obligations of such Borrower or the Borrowers to pay the Term Loans (and all related Obligations) incurred by the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (b). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the ----------- "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such ----------- Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject to the provisions of Section 2.20(c), the The Borrower’s obligation of the applicable Borrower or Borrowers to pay the principal of, and interest on, a the Term Loan Loans made by each New Term Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.17 and shall, if requested by such Borrower or Borrowers shall Lender, also be evidenced by a promissory note duly executed and delivered by such the Borrower or Borrowers substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower B (each a “2008 Incremental Term Loan Note” and, collectively, the “2008 Incremental Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) The Term 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 Effective Date (or, if issued to an Eligible Transferee after the Effective Date, be dated the date of issuance thereof), (iii) be payable in the principal amount of the outstanding Term Loans held by such Lender, (iv) mature on the Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each New Term Lender will note on its internal records the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any the transfer of any of its Term Notes Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notations or endorsements, notation or any error in any such notation or endorsement, endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. (cd) Notwithstanding anything to the contrary contained above in this Section 1.05 or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any the Borrower shall affect or in any manner impair the obligations of such the Borrower or Borrowers 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 New Term Lender which does not have a Term Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements on a Term Note notations otherwise required described in Section 2.20(bpreceding clause (c). At any time when any New Term Lender requests the delivery of a Term Note to evidence any of its Term Loans, the respective Borrower or Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Term Note or Term Notes in the appropriate amount or amounts to evidence such Term Loans.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such Borrower or notes of the Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for EXHIBIT E-2 attached hereto (the 2008 Incremental "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Term Loan Commitment and representing the obligations of the Borrowers to pay such Lender the amount of such Lender's Term Loan Commitment or, if less, the aggregate unpaid principal amount of the Term Loans shall made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrowers irrevocably authorize each Lender to make or cause to be substantially in the form of Exhibit B-5 and shall be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be PRIMA FACIE evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such Borrower the Borrowers hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.

Term Notes. (a) Subject The obligations to repay the provisions of Section 2.20(c), the obligation of the applicable Borrower or Borrowers Term Loans and to pay the principal of, and ---------- interest on, a Term Loan made by each New Term Lender to such Borrower or Borrowers thereon shall be evidenced by a separate promissory note duly executed and delivered by such notes of the Borrower or Borrowers to each Lender in substantially in the form set forth in the Term Loan Supplement for such Term Loan (provided that the form of promissory note for the 2008 Incremental Term Loans shall be substantially in the form of Exhibit B-5 C-2 attached hereto (the ----------- "Term Loan Notes"), with appropriate insertions, one Term Loan Note being payable to the order of each Lender in a principal amount equal to such Lender's Pro Rata Share of the Term Loans and shall representing the obligations of the Borrower to pay such Lender the amount of such Lender's Pro Rata Share of the Term Loans or, if less, the aggregate unpaid principal amount of the Term Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrower irrevocably authorizes each Lender to make or cause to be executed by the U.S. Borrower (each a “2008 Incremental made appropriate notations on its Term Loan Note” and, collectivelyor on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the “2008 Incremental Term Loans set forth on such Lender's Term Loan Notes”)), with blanks appropriately completed in conformity herewith. (b) Each New Term Lender will note on its internal records Note or record shall be prima facie evidence of the amount of each Term Loan made by it to each Borrower of such Term Loan and each payment in respect thereof and will prior to any transfer of any of its Term Notes endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to such ----- ----- Lender, but the failure to make any such notations notation or endorsementsrecord, or any error in such notation or endorsement, record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loans. (c) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, unless otherwise specified in the applicable Term Loan Supplement, Term Notes shall only be delivered to New Term Lenders with Term Loans which at any time specifically request the delivery of such Term Notes. No failure of any New Term Lender to request or obtain a Term Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of such the Borrower hereunder or Borrowers to pay the under any Term Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any New Term Lender which does not have a Term Loan Note evidencing its outstanding Term Loans shall in no event be required to make the endorsements payments of principal of or interest on a any Term Loan Note otherwise required in Section 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term Loans, the respective Borrower or Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loansdue.