Common use of Term Notes Clause in Contracts

Term Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Term Loan made by each Lender 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 by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit D, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of the Term Loan made by it and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term 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 guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loan.

Term Notes. (a) The Borrower’s 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, the a Term Loan 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 by a promissory note duly executed and delivered by such Borrower or Borrowers substantially in the Borrower 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 D, with blanks appropriately completed in conformity herewith B-5 and shall be executed by the U.S. Borrower (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 the 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 with respect to the Term Loan will endorse on the reverse side thereof the outstanding principal amount of the Term Loan Loans evidenced thereby. Failure to make any such notation notations or endorsements, or any error in such notation or endorsement, shall not affect the Borrower’s obligations in respect of such Term LoanLoans. (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 Loan Loans to the any Borrower shall affect or in any manner impair the obligations of the such Borrower or Borrowers to pay the Term Loan 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 guarantees therefore security or guaranties therefor provided pursuant to the various Loan Credit Documents. Any New Term Lender which does not have a Term Note evidencing its outstanding Term Loan Loans shall in no event be required to make the notations endorsements on a Term Note otherwise described required in preceding clause (bSection 2.20(b). At any time when any New Term Lender requests the delivery of a Term Note to evidence its Term LoanLoans, 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 LoanLoans.

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) The Borrower’s obligation be payable to pay the order of such 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 of, and interest on, amount equal to the Term Loan made by each such Term Loan Lender, (iii) represent the obligation of the Borrowers to pay to such Term Loan Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shallsuch principal amount or, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit D, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectivelyless, the “Term Notes”). (b) Each Lender will note on its internal records the outstanding amount of the Term Loan 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 by it and each 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 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 with respect to the Term Loan will Note, endorse on the reverse side thereof the outstanding principal amount of the Term Loan evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s Borrowers' obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term 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 guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loan.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon shall be evidenced by separate promissory notes of the Borrowers to each Lender in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit DE-2 attached hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “principal amount equal to such Lender's Term Note” and, collectively, Loan Commitment and representing the “Term Notes”). (b) Each obligations of the Borrowers to pay such Lender will note on its internal records the amount of the such Lender's Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Term Notes with respect to Commitment or, if less, the Term Loan will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of the Term Loan evidenced therebyLoans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Failure The Borrowers irrevocably authorize each Lender to make any or cause to be made appropriate notations on its Term Loan Note, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Borrowers hereunder or under any Term Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements Note to make payments of this Agreement, and shall not in principal of or interest on any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Term Loan Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 13.17 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit D, with blanks appropriately completed in conformity herewith B (each, each a “Term Note” and, collectively, the “Term Notes”). (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 Lender will note on its internal records the amount of the each Term Loan made by it and each payment in respect thereof and prior to any the transfer of any of its Term Notes with respect to the Term Loan Note will endorse on the reverse side thereof the outstanding principal amount of the Term Loan 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 Term LoanLoans. (cd) Notwithstanding anything to the contrary contained above in this Section 2.6 1.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time (or from time to time) specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loan 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 guarantees therefore guaranties therefor provided pursuant to the various Loan Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan Loans shall in no event be required to make the notations otherwise described in preceding clause (bc). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term LoanLoans, the Borrower 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 LoanLoans.

Term Notes. If so requested by a Lender (a) The Borrower’s obligation at or at any after the Funding Date), the obligations of the Borrower to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon 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 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 the Borrower substantially such Term Note shall be in a principal amount equal to such Lender’s Term Loan Commitment (or in the form of Exhibit Devent such Notes are issued after the Funding Date, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of the Term Loan made by it Loans owed to such Lender) and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair represent the obligations of the Borrower to pay such Lender the amount of such Lender’s Term Loan (and all related Obligations) incurred by the Loan, plus interest accrued thereon, as set forth herein. The Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any irrevocably authorizes each Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of that has been issued a Term Note to evidence make or cause to be made appropriate notations on its Term LoanNote, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loan set forth on such Lender’s Term Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower shall promptly execute and deliver 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 respective Lender the requested contrary notwithstanding, any lack of a Lender’s request to be issued a Term Note shall not, in any manner, diminish the appropriate amount or Borrower’s obligations to repay the Term Loans made by such Lender, together with all other amounts owing to evidence such Term LoanLender by the Borrower.

Term Notes. The Term Loans shall be evidenced by: (a) The Borrower’s obligation to pay the principal ofa Term Note A (together with any and all renewal, extension, modification, substitute or replacement notes executed by Borrower and interest ongiven in substitution therefor, the "Term Loan made by each Lender 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 by a promissory note duly executed and delivered by the Borrower substantially Note A") in the form prepared by and acceptable to the Bank, duly executed by Borrower and payable to the order of Exhibit D, with blanks appropriately completed the Bank. At the time of the disbursement of Term Loan A or a repayment made in conformity herewith (eachwhole or in part thereon, a “notation thereof shall be made on the books and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusive and binding evidence of (i) the principal amount of Term Note” andLoan A advanced hereunder, collectively(ii) any accrued and unpaid interest owing on Term Loan 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 Notes”)Note A to repay the principal amount of Term Loan A, together with all interest accruing thereon. (b) Each Lender will note on its internal records a Term 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 the Bank. At the time of the disbursement of Term Loan B or a repayment made by it and each payment in respect whole or in part thereon, a notation thereof and prior to any transfer of any of its Term Notes with respect to the Term Loan will 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 the Term Loan evidenced thereby. Failure 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 notation amount or any error in recording such notation amounts shall not not, however, limit or otherwise affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of Borrower under Term Note B to repay the Borrower to pay the principal amount of Term Loan (and B, together with 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 guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loaninterest accruing thereon.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and ---------- interest on, the Term Loan made by each Lender thereon 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 by a separate promissory note duly executed and delivered by notes of the Borrower to each Lender in substantially in the form of Exhibit DC-2 attached hereto (the ----------- "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the principal amount equal to such Lender's Pro Rata Share of the Term Loan made by it Loans and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair 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 made appropriate notations on its Term Loan (Note, or on a record pertaining thereon, reflecting Term Loans and all related Obligations) incurred by repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in hereunder or under any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required Note to make the notations otherwise described in preceding clause (b). At payments of principal of or interest on any time Term Loan Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and ---------- interest on, the Term Loan made by each Lender thereon shall be evidenced by separate promissory notes of the Borrowers to each Lender in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit DE-2 attached ----------- hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “principal amount equal to such Lender's Term Note” and, collectively, Loan Commitment and representing the “Term Notes”). (b) Each obligations of the Borrowers to pay such Lender will note on its internal records the amount of the such Lender's Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Term Notes with respect to Commitment or, if less, the Term Loan will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of the Term Loan evidenced therebyLoans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Failure The Borrowers irrevocably authorize each Lender to make any or cause to be made appropriate notations on its Term Loan Note, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Borrowers hereunder or under any Term Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements Note to make payments of this Agreement, and shall not in principal of or interest on any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Each Borrower’s obligation to pay the principal of, and interest on, the Term Loan Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 13.16 and shall, if requested by such Lender, also be evidenced by a one or more promissory note notes duly executed and delivered by the each Borrower substantially in the form of Exhibit DB, with blanks appropriately completed in conformity herewith (each, a an “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of the each Term Loan made by it and each payment in respect thereof and 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 Loan Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s Borrowers’ obligations in respect of such Term LoanLoans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 2.04 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan Loans to the Borrower Borrowers shall affect or in any manner impair the obligations of the Borrower Borrowers to pay the Term Loan Loans (and all related Obligations) incurred by the Borrower Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the guarantees therefore security or guaranties therefor provided pursuant to the various Loan Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term LoanLoans, the Borrower Borrowers shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoanLoans.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and ---------- interest on, the Term Loan made by each Lender thereon 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 by a separate promissory note duly executed and delivered by notes of the Borrower to each Lender in substantially in the form of Exhibit DC-2 attached hereto (the ----------- "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the principal amount equal to such Lender's Pro Rata Share of the Term Loan made by it Loans and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair 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 made appropriate notations on its Term Loan (Note, or on a record pertaining thereon, reflecting Term Loans and all related Obligations) incurred by repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in hereunder or under any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required Note to make the notations otherwise described in preceding clause (b). At payments of principal of or interest on any time Term Loan Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon 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 by a separate promissory note duly executed and delivered by notes of the Borrower to each Lender in substantially in the form of Exhibit DEXHIBIT C-2 attached hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the principal amount equal to such Lender's Pro Rata Share of the Term Loan made by it Loans and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair 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 made appropriate notations on its Term Loan (Note, or on a record pertaining thereon, reflecting Term Loans and all related Obligations) incurred by repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in hereunder or under any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required Note to make the notations otherwise described in preceding clause (b). At payments of principal of or interest on any time Term Loan Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation to pay the principal of, premium (if any), and interest on, the Term Loan Loans made by each Lender 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 by a promissory note duly executed and delivered by the Borrower substantially substan-tially in the form of Exhibit DB, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of the each Term Loan made by it and each payment in respect thereof and 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 Loan Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term LoanLoans. 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 2.6 2.05 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loan 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 guarantees therefore security or guaranties therefor provided pursuant to the various Loan Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence any of its Term LoanLoans, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term LoanLoans.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon shall be evidenced by separate promissory notes of the Borrowers to each Lender in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit DG-2 attached hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (eacha 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, a “Term Note” and, collectivelyif less, the “Term Notes”). (b) Each Lender will note on its internal records the aggregate unpaid principal amount of the Term Loan made by it and such Lender hereunder, plus interest accrued thereon, as set forth herein. The Borrowers irrevocably authorize each payment in respect thereof and prior Lender to any transfer of any of make or cause to be made appropriate notations on its Term Notes with respect to the Loan Note, or on a record pertaining thereon, reflecting Term Loan will endorse on the reverse side thereof the Loans and repayments thereof. The outstanding principal amount of the Term Loan evidenced thereby. Failure set forth on such Lender's Term Loan Note or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make any such notation or record, or any error in such notation or record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Borrowers hereunder or under any Term Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements Note to make payments of this Agreement, and shall not in principal of or interest on any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Term Loan Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 12.15 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 the Borrower substantially in the form of Exhibit DB, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the amount of the each Term Loan made by it and each payment in respect thereof and 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 Loan Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Term LoanLoans. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 2.05 or elsewhere in this Agreement, Term Notes the Borrower shall only be delivered required to deliver Term Notes to Lenders which at any time specifically promptly following request for the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loan 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 guarantees therefore security or guaranties therefor provided pursuant to the various Loan Credit Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan Loans shall in no any event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loan.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon shall be evidenced by separate promissory notes of the Borrowers to each Lender in the Register maintained by the Administrative Agent pursuant to Section 12.15 and shall, if requested by such Lender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit DEXHIBIT E-2 attached hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “principal amount equal to such Lender's Term Note” and, collectively, Loan Commitment and representing the “Term Notes”). (b) Each obligations of the Borrowers to pay such Lender will note on its internal records the amount of the such Lender's Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Term Notes with respect to Commitment or, if less, the Term Loan will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of the Term Loan evidenced therebyLoans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Failure The Borrowers irrevocably authorize each Lender to make any or cause to be made appropriate notations on its Term Loan Note, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the Borrower’s obligations in respect of such Term Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Borrowers hereunder or under any Term Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements Note to make payments of this Agreement, and shall not in principal of or interest on any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required to make the notations otherwise described in preceding clause (b). At any time Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and interest on, the Term Loan made by each Lender thereon 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 by a separate promissory note duly executed and delivered by notes of the Borrower to each Lender in substantially in the form of Exhibit DC-2 attached hereto (the "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the principal amount equal to such Lender's Pro Rata Share of the Term Loan made by it Loans and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair 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 made appropriate notations on its Term Loan (Note, or on a record pertaining thereon, reflecting Term Loans and all related Obligations) incurred by repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in hereunder or under any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required Note to make the notations otherwise described in preceding clause (b). At payments of principal of or interest on any time Term Loan Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.

Term Notes. (a) The Borrower’s obligation obligations to repay the Term Loans and to pay the principal of, and ---------- interest on, the Term Loan made by each Lender thereon 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 by a separate promissory note duly executed and delivered by notes of the Borrower to each Lender in substantially in the form of Exhibit DC-2 attached hereto (the ----------- "Term Loan Notes"), with blanks appropriately completed appropriate insertions, one Term Loan Note being payable to the order of each Lender in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”). (b) Each Lender will note on its internal records the principal amount equal to such Lender's Pro Rata Share of the Term Loan made by it Loans and each payment in respect thereof and 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 Loan 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 Loan. (c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Term Notes shall only be delivered to Lenders which at any time specifically request the delivery of such Term Notes. No failure of any Lender to request or obtain a Term Note evidencing its Term Loan to the Borrower shall affect or in any manner impair 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 made appropriate notations on its Term Loan (Note, or on a record pertaining thereon, reflecting Term Loans and all related Obligations) incurred by repayments thereof. The outstanding amount of the Term Loans set forth on such Lender's Term Loan Note or record 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 record shall not limit or otherwise affect the obligations of the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in hereunder or under any way affect the guarantees therefore provided pursuant to the various Loan Documents. Any Lender which does not have a Term Note evidencing its outstanding Term Loan shall in no event be required Note to make the notations otherwise described in preceding clause (b). At payments of principal of or interest on any time Term Loan Note when any Lender requests the delivery of a Term Note to evidence its Term Loan, the Borrower shall promptly execute and deliver to the respective Lender the requested Term Note in the appropriate amount or amounts to evidence such Term Loandue.