Common use of Term Loan Notes Clause in Contracts

Term Loan Notes. Pursuant to the Existing Loan and Security Agreement, the Borrower has executed and delivered to the Agent on behalf of each relevant lender under the Existing Loan and Security Agreement a promissory note to evidence such lender's Term Loan made under the Existing Loan and Security Agreement. The Borrower shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note dated the Closing Date, substantially in the form of Exhibit A attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 13.3 upon the assignment of any portion of any Lender's Term Loans, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Term Loan Note"), to evidence such Lender's Term Loans, in an original principal amount equal to the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender on the Closing Date) and with other appropriate insertions. Each Term Loan Note issued to a Lender which had made a Term Loan under the Existing Loan and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of the Term Loan Note delivered to the Agent on behalf of each Lender shall be stated to mature in thirty-six (36) monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March 1, 2003). Each of the installments (other than the final installment) of principal on the Term Loans to be payable to each Lender shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 and shall be payable on the first day of each month, commencing on April 1, 2002, and the final installment of principal shall be in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan Notes and shall be payable on the applicable final scheduled maturity date set forth above. Each such installment on any of the Term Loans shall be payable to the Agent for the account of the applicable Lender.

Term Loan Notes. Pursuant Each Term Loan by a Lender to the Existing Loan and Security Agreement, the Borrower has executed and delivered to the Agent on behalf of each relevant lender under the Existing Loan and Security Agreement Company shall be evidenced by a promissory note to evidence such lender's Term Loan made under of the Existing Loan and Security Agreement. The Borrower shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note dated the Closing Date, Company substantially in the form of Exhibit A attached hereto and made as Exhibit B (each as may be amended, restated, supplemented or modified, from time to time, individually a part hereof (such promissory notes“Term Loan Note” and, together with any new notes issued pursuant to Section 13.3 upon collectively, the assignment of any portion of any Lender's Term Loans, being hereinafter referred to collectively as the "“Term Loan Notes" ”), each appropriately completed, duly executed and each delivered on behalf of the Company and payable to the order of such promissory notes being hereinafter referred to individually as Lender in a "Term Loan Note"), to evidence such Lender's Term Loans, in an original principal amount equal to the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender advanced on the Closing applicable Borrowing Date) and with other appropriate insertions. Each Term Loan Note issued to a Lender which had made a Term Loan under the Existing Loan and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of the Term Loan Note delivered to the Agent on behalf of each Lender shall (a) be stated to mature on the applicable Term Loan Maturity Date, (b) bear interest from the date thereof until paid in thirty-six full on the unpaid principal amount thereof from time to time outstanding as provided in Section 3.01 and (36c) be payable in such number of consecutive equal monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if so that the Stated Termination Date amount of such Term Loan shall be March 1, 2003). Each fully amortized by the applicable Term Loan Maturity Date and such installments shall commence on the first day of the installments (other than month following the final installment) Borrowing Date of principal on the such Term Loans to be payable to each Lender shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 Loan and shall be payable on the first day of each monthmonth thereafter, commencing on April 1, 2002, and provided that the final installment outstanding principal amount of principal each Term Loan shall be in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan Notes due and shall be payable on the applicable final scheduled maturity Term Loan Maturity Date, together with interest thereon as of such date. Each Term Loan shall bear interest from the date of funding thereof until paid in full on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum specified in Section 3.01. Each Lender is authorized to record the date, Type and amount of each Term Loan and the date and amount of each payment or prepayment of principal of each Term Loan in such Lender’s records or on the grid schedule annexed to the Term Loan Note; provided, however, that the failure of a Lender to set forth aboveeach such Term Loan, payment and other information shall not in any manner affect the obligation of the Company to repay each Term Loan made by such Lender in accordance with the terms of its Term Loan Note and this Agreement. Each Term Loan Note, the grid schedule and the books and records of such installment on any Lender shall constitute conclusive evidence of the Term Loans shall be payable to the Agent for the account of the applicable Lenderinformation so recorded absent manifest error.

Term Loan Notes. Pursuant to the Existing Loan and Security Agreement, the Borrower has executed and delivered to the Agent on behalf of each relevant lender under the Existing Loan and Security Agreement a promissory note to evidence such lender's Term Loan made under the Existing Loan and Security Agreement. The Borrower shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note dated the Closing Datenote, substantially in the form of Exhibit A attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 13.3 upon the assignment of any portion of any Lender's Term LoansLoan, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Term Loan Note"), to evidence such Lender's Term LoansLoan, in an original principal amount equal to the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender on the Closing Date) Pro Rata Share of $25,000,000 and with other appropriate insertions. Each Term Loan Note issued to a Lender which had made a Term Loan under the Existing Loan and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of the Term Loan Note delivered to the Agent on behalf of each Lender shall be dated the Closing Date and stated to mature in thirty-six sixty (3660) monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March the fifth anniversary of the Closing Date) or thirty-seven (37) monthly installments (if the Stated Termination Date shall be July 1, 2003). Each of the monthly installments (other than the final installment) of principal on the Term Loans to be payable to each Lender shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 416,666.67 and shall be payable on the first day of each month, commencing on April July 1, 20022000, and the final installment of principal principal, if the Term Loans have not been paid in full before the Stated Termination Date, shall be in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan Notes and shall be payable on the applicable final scheduled maturity date set forth aboveStated Termination Date. Each such installment on any of the Term Loans shall be payable to the Agent for the account of the applicable Lender.

Term Loan Notes. Pursuant to the Existing The Term Loan and Security Agreementmade by each Lender shall be evidenced by a Term Loan Note, the Borrower has appropriately completed, duly executed and delivered to the Agent on behalf of the Co-Borrowers and payable to the order of each relevant lender under Lender in a principal amount equal to the Existing Term Credit Commitment of such Lender. Each Lender is authorized to record the Type of its Term Loan and Security Agreement the date and amount of each payment or prepayment of principal thereof in such Lender’s records or on the grid schedule annexed to the Term Loan Note; provided, however, that the failure of a promissory note Lender to evidence such lender's set forth each payment and other information shall not in any manner affect the obligation of the Co-Borrowers to repay the Term Loan made under by such Lender in accordance with the Existing terms of its Term Loan Note and Security this Agreement. The Borrower shall execute Term Loan Note, the grid schedule and deliver to the Agent on behalf books and records of each Lender, on Lender shall constitute presumptive evidence of the Closing Date, a promissory note information so recorded absent demonstrable error. Each Term Loan Note shall (a) be dated the Closing Date, substantially in (b) be stated to mature on the form of Exhibit A attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 13.3 upon the assignment of any portion of any Lender's Term Loans, being hereinafter referred to collectively as the "Term Loan Notes" Maturity Date and (c) be payable as to principal in twenty eight (28) consecutive quarterly installments commencing on September 30, 2004 and continuing on the last day of each of such promissory notes being hereinafter referred to individually December, March, June and September thereafter as a "Term Loan Note"), to evidence such Lender's Term Loans, follows: the first four (4) quarterly installments shall each be in an original principal aggregate amount equal to $250,000 and the fifth through the twenty-eighth quarterly installments shall each be in an aggregate amount each to 1/24th of the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender on the Closing Date) and with other appropriate insertions. Each Term Loan Note issued to a Lender which had made a Term Loan under the Existing Loan and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of the Term Loan Note delivered as of September 30, 2005, all for the pro-rata distribution to the Agent on behalf of each Lender shall be stated to mature in thirty-six (36) monthly installments with a final scheduled maturity date on March 1Lenders based upon their Term Loan Commitment, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March 1, 2003). Each of the installments (other than provided that the final installment) of principal payment on the Term Loans to be payable to each Lender Loan Maturity Date shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 and shall be payable on the first day of each month, commencing on April 1, 2002, and the final installment of outstanding unpaid principal shall be in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan. Each Term Loan Notes Note, the grid schedule and the books and records of each Lender shall be payable on the applicable final scheduled maturity date set forth above. Each such installment on any prima facie evidence of the Term Loans shall be payable to the Agent for the account of the applicable Lenderinformation so recorded absent manifest error.

Term Loan Notes. Pursuant to the Existing The Tranche A Term Loan and Security Agreement, the Borrower has executed and delivered to the Agent on behalf of made by each relevant lender under the Existing Tranche A --------------- Term Loan and Security Agreement Lender shall be evidenced by a promissory note to evidence such lender's Term Loan made under of the Existing Loan and Security Agreement. The Borrower shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note dated the Closing DateCompany, substantially in the form of Exhibit A attached hereto and made a part hereof A-1 (such promissory notes, together with any new notes issued pursuant to Section 13.3 upon the assignment of any portion of any Lender's Term Loans, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Tranche A Term Loan Note"), with ------------------- appropriate insertions therein as to evidence payee, date and principal amount, payable to the order of such Lender's Term Loans, Lender and in an original a principal amount equal to the outstanding principal amount Tranche A Term Loan of such Lender's . The Tranche B Term Loans on Loan made by each Tranche B Term Loan Lender shall be evidenced by a promissory note of the Closing Date Company, substantially in the form of Exhibit A-2 (after giving effect a "Tranche B Term Note"), with ------------------- appropriate insertions therein as to payee, date and principal amount, payable to the order of such Lender and in a principal amount equal to the Tranche B Term Loan to be made by of such Lender on the Closing Date) and with other appropriate insertionsLender. Each Term Loan Note issued Lender is hereby authorized to a Lender which had made a Term Loan under record the Existing Loan date, Type and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of each payment or prepayment of principal of each of its Term Loans, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Term Note evidencing such Term Loans (or any continuation thereof), and any such recordation shall constitute prima facie ----- ----- evidence of the accuracy of the information so recorded; provided that the -------- failure to make any such recordings or any error in such recordation shall not affect the Company's obligation to repay the Term Loan Loans. Each Term Note delivered to the Agent on behalf of each Lender shall (a) be dated the Effective Date, (b) be stated to mature in thirty-six accordance with subsection 2.4 and (36c) monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March 1, 2003). Each of the installments (other than the final installment) of principal on the Term Loans to be payable to each Lender shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 and shall be payable on the first day of each month, commencing on April 1, 2002, and the final installment of principal shall be in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan Notes and shall be payable on the applicable final scheduled maturity date set forth above. Each such installment on any of the Term Loans shall be payable to the Agent provide for the account payment of the applicable Lenderinterest in accordance with subsection 6.3.

Term Loan Notes. Pursuant to The Term Loan made by each Lender shall be evidenced by a promissory note of the Existing Companies (individually a “Term Loan Note” and Security Agreementcollectively the “Term Loan Notes”), substantially in the Borrower has form attached hereto as Exhibit B, each appropriately completed, duly executed and delivered to the Agent on behalf of each relevant lender under the Existing Loan Companies and Security Agreement payable to the order of such Lender in a promissory note principal amount equal to evidence such lender's the Term Loan made under the Existing Commitment of such Lender. Each Term Loan and Security Agreement. The Borrower Note shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note (a) be dated the Closing Date, substantially in the form of Exhibit A attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 13.3 upon the assignment of any portion of any Lender's Term Loans, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Term Loan Note"), to evidence such Lender's Term Loans, in an original principal amount equal to the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender on the Closing Dateb) and with other appropriate insertions. Each Term Loan Note issued to a Lender which had made a Term Loan under the Existing Loan and Security Agreement shall replace and supersede the term loan note issued to such Lender under the Existing Loan and Security Agreement. The principal amount of the Term Loan Note delivered to the Agent on behalf of each Lender shall be stated to mature in thirty-six (36) monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March 1, 2003). Each of the installments (other than the final installment) of principal on the Term Loans Loan Maturity Date, (c) bear interest from the date thereof until paid in full on the unpaid principal amount thereof from time to time outstanding as provided in Section 3.01 and (d) be payable as to principal in twenty (20) consecutive quarterly installments, commencing March 31, 2011 and on each Lender June 30, September 30 and December 31st thereafter, each in the amount set forth below opposite the applicable installment, provided that the final payment on the Term Loan Maturity Date shall be in an amount equal to the then outstanding unpaid principal amount of the Term Loan, all for the pro-rata distribution to the Lenders in accordance with their Commitment Percentages: Installment Amount 1 through 8 $ 1,500,000.00 9 through 12 $ 1,750,000.00 13 through 16 $ 2,000,000.00 17 through 20 $ 3,250,000.00 Each Lender is authorized to record the date, Type and amount of each Term Loan and the date and amount of each payment or prepayment of principal of each Term Loan in such Lender's Pro Rata Share of $666,666.67 and shall be payable ’s records or on the first day grid schedule annexed to the Term Loan Note; provided, however, that the failure of a Lender to set forth such Term Loan, payment and other information shall not in any manner affect the obligation of the Companies to repay such Term Loan made by such Lender in accordance with the terms of its Term Loan Note and this Agreement. The Term Loan Note, the grid schedule and the books and records of each month, commencing on April 1, 2002, and the final installment of principal Lender shall be in an amount equal to such Lender's Pro Rata Share constitute conclusive evidence of the then remaining principal balance information so recorded absent manifest error. Repayments and prepayments of the Term Loan Notes and shall may not be payable on the applicable final scheduled maturity date set forth above. Each such installment on any of the Term Loans shall be payable to the Agent for the account of the applicable Lenderreborrowed.

Term Loan Notes. Pursuant to (a) The Existing Term Loan continued by each Existing Lender and the Existing First Additional Term Loan and Security Agreement, the Borrower has executed and delivered to the Agent on behalf of made by each relevant lender under the Existing Loan and Security Agreement New Lender shall be evidenced by a promissory note to evidence such lender's Term Loan made under of the Existing Loan and Security Agreement. The Borrower shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note dated the Closing DateBorrower, substantially in the form of Exhibit A attached hereto B (each, as indorsed or modified from time to time, including all replacements thereof and made substitutions therefor, a part hereof (such promissory notes"Term Loan Note" and, together collectively with any new notes issued pursuant to Section 13.3 upon the assignment Term -------------- Loan Notes of any portion of any Lender's Term Loansall other Lenders, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Term Loan Note"), payable to evidence the order of --------------- such Lender for the account of its Applicable Lending Office and representing the obligation of the Borrower to pay the lesser of (a) the sum of (x) the unpaid principal balance of all Existing Term Loans of such Lender outstanding on the Effective Date at the time of the effectiveness hereof, plus (y) the ---- original amount of the First Additional Term Loan Commitment of such Lender and (b) the aggregate unpaid principal balance of all Term Loans made or continued by such Lender's Term Loans, with interest thereon as prescribed in an original principal amount equal to the outstanding principal amount of such Lender's Term Loans on the Closing Date (after giving effect to the Term Loan to be made by such Lender on the Closing Date) and with other appropriate insertionsSection 2.6. Each Term Loan Note issued shall (i) be dated the Effective Date (ii) be stated to a mature on the Maturity Date and (iii) bear interest from the date thereof on the unpaid principal balance thereof at the applicable interest rate or rates per annum determined as provided in Section 2.6. Upon the execution and delivery to any Existing Lender which had made of a Term Loan under the Existing Loan and Security Agreement shall replace and supersede Note pursuant to this Section 2.2, the term loan note issued that was executed and delivered to such Existing Lender under pursuant to the Existing Term Loan Agreement (each, an "Existing Term Loan Note") shall be null and Security Agreement. The principal amount of the void, and such Existing Lender shall promptly return such Existing Term Loan Note delivered to the Agent Borrower for cancellation. Interest on behalf of each Lender shall be stated to mature in thirty-six (36) monthly installments with a final scheduled maturity date on March 1, 2005 (or twelve (12) monthly installments with a final scheduled maturity date on March 1, 2003 if the Stated Termination Date shall be March 1, 2003). Each of the installments (other than the final installment) of principal on the Term Loans to be payable to each Lender shall be in an amount equal to such Lender's Pro Rata Share of $666,666.67 and Loan Note shall be payable on the first day of each month, commencing on April 1, 2002, and the final installment of principal shall be as specified in an amount equal to such Lender's Pro Rata Share of the then remaining principal balance of the Term Loan Notes and shall be payable on the applicable final scheduled maturity date set forth above. Each such installment on any of the Term Loans shall be payable to the Agent for the account of the applicable LenderSection 2.6.