Common use of Notes; Loan Accounts Clause in Contracts

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Notes. One Facility Notes). One (1) A Term Loan A Note, one (1) Facility B Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's applicable Commitment Ratio for respective Facility A Term Loan A LoansCommitment Ratio, Facility B Term Loan B Loans, Term Loan C LoansCommitment Ratio, Revolving Loans andLoan Commitment Ratio, if applicable, the and any Incremental Facility LoansCommitment, as the case may berespectively. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NONNon-U.S. BANKLender") and (ii) which could would become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form.such (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans of such Lender and interest thereon. Each Lender which opens and maintains such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the any loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loansthereon.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein herein, and shall be evidenced by the Notes (and, if applicable, Notes. One each of the Incremental Facility Notes). One (1) Term Loan Tranche A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note Notes shall be payable to the order of each Lender, Lender in accordance with the respective Tranche A Revolving Commitment Ratio of such Tranche A Revolving Lender. One each of the Tranche B Revolving Loan Notes shall be payable to the order of each Tranche B Revolving Lender in accordance with the respective Tranche B Commitment Ratio of such Tranche B Revolving Lender. One each of the Tranche A Term Loan Notes and Tranche B Term Loan Notes shall be payable to the order of each Lender in accordance with the respective Term Commitment Ratio of such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower Borrowers to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may The Administrative Agent shall open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereonthereon (the "Loan Account"). Each Lender which opens such a loan account The Administrative Agent shall debit such loan account Loan Account for the principal amount of its portion of each Advance made by it and on behalf of the Lenders, accrued interest thereon, and all other amounts which shall become due from the Borrowers pursuant to this Agreement and shall credit such loan account the Loan Account for each payment on account of principal of or interest on its Loanswhich the Borrowers shall make in respect to the Obligations. The records of a Lender the Administrative Agent with respect to the loan account maintained by it such Loan Account shall be prima facie conclusive evidence of its portion of the Loans and accrued interest thereon thereon, absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and herein, and, upon the request of any Lender, shall be evidenced by the Notes. One each of the Revolving Loan Notes (and, if applicable, shall be payable to the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) order of each Lender requesting such Revolving Loan Note and, if applicable, one (1) Incremental Facility in accordance with the respective Revolving Commitment Ratio of such Lender. The Swing Loan Note shall be payable to the order of the Swing Bank. One each Lender, of the Tranche A Loan Notes and Tranche B Loan Notes shall be payable to the order of each Lender requesting such Tranche A Loan Note and Tranche B Loan Note in accordance with the respective Tranche A Commitment Ratio and Tranche B Commitment Ratio of such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders requesting same and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender The Agent may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereonthereon (the “Loan Account”). Each Lender which opens such a loan account The Agent shall debit such loan account Loan Account for the principal amount of its portion of each Advance made by it and on behalf of the Lenders, accrued interest thereon, and all other amounts which shall become due from the Borrower pursuant to this Agreement and shall credit such loan account the Loan Account for each payment on account of principal of or interest on its Loanswhich the Borrower shall make in respect to the Obligations. The records of a Lender the Agent with respect to the loan account maintained by it such Loan Account shall be prima facie conclusive evidence of its portion of the Loans and accrued interest thereon thereon, absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Revolving Loan Note, one (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note Note, shall be payable to the order of each Lender, applicable Lender in accordance with such Lender's ’s applicable Commitment Ratio for Revolving Loans, the Term Loan A Loans, the Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued on a joint and several basis by the Borrower Borrowers to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON“Non-U.S. BANK"Bank”) and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower Borrowers (through the Administrative Agent), and the Borrower agrees Borrowers agree thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's Borrowers’ repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each LenderBank, in accordance with such LenderBank's applicable respective Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may beRatio. The Notes shall be issued on a joint and several basis by the Borrower Borrowers to the Lenders Banks and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender Bank (i) which is not a U.S. Person (a "NONNon-U.S. BANKBank") and (ii) which could become completely exempt from withholding ------------- of United States federal Federal income taxes in respect of payment of any obligations due to such Lender Bank hereunder relating to any of its Loans if such Loans were in registered form for United States federal Federal income tax purposes may request the Borrower Borrowers (through the Administrative Agent), and the Borrower agrees Borrowers agree thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Bank Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender Bank may open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereon. Each Lender Bank which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender Bank with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender Bank to make any such notations or any error or mistake in such notations shall not affect the Borrower's Borrowers' repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Revolving Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's respective applicable Commitment Ratio for Term Ratio. The Revolving Loan A LoansNotes, Term Loan B LoansNotes, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one (1) or more Authorized Signatories. Any Lender (i) which is not a U.S. United States Person (a "NONNon-U.S. BANKLender") and (ii) which could would become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder or under the Notes or any other Loan Document relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, at the cost and expense of such Lender, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by herein. Upon the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order request of each any Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders and order of such Lender in accordance with its Commitment Ratios with respect to the Loans. If applicable, upon the request of any Incremental Facility Lender, Incremental Facility Loan Notes shall be issued by the Borrower to the order of such Incremental Facility Lender in accordance with its Commitment Ratio with respect to the Incremental Facility Commitments. Any Notes issued by the Borrower to the order of any requesting Lender shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrower. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its such Lender's portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, thereon and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans of such Lender and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to maintain such records or to make any such notations notations, or any error or mistake in such notations notations, shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Revolving Loan Note, one (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, applicable Lender in accordance with such Lender's applicable Commitment Ratio for Revolving Loans, the Term Loan A Loans, the Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued on a joint and several basis by the Borrower Borrowers to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NONNon-U.S. BANKBank") and (ii) which could ------------- become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower Borrowers (through the Administrative Agent), and the Borrower agrees Borrowers agree thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's Borrowers' repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by herein. Upon the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order request of each any Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, (i) a Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes Note shall be issued by the Borrower to the Lenders order of such Lender in accordance with such Lender's Revolving Commitment Percentage, and (ii) a Term B Note shall be issued by the Borrower to the order of such Lender in accordance with such Lender's Term B Commitment Percentage. The Swing Loans shall be evidenced by the Swing Loan Note, which Swing Loan Note shall be issued by the Borrower and payable to the order of the Swing Loan Lender in the amount of the Swing Loan Committed Amount. If applicable, an Incremental Facility Loan Note shall be issued by the Borrower to the order of any Incremental Facility Lender in accordance with its pro rata share of the Incremental Facility Commitments. Any Notes issued by the Borrower shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrower. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account or accounts shall debit such the applicable loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its the Loans. The records of a each Lender with respect to the loan account accounts maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to make any maintain such notations or any error or mistake in such notations records shall not affect impair the Borrower's repayment obligations with respect obligation of the Borrower to such Loansrepay Indebtedness hereunder. (c) Each Advance of the Revolving Loans from the Lenders (other than the Swing Loan Lender) under this Agreement shall be made pro rata by the Lenders on the basis of their respective Revolving Commitment Percentages.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Revolving Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's respective applicable Commitment Ratio for Term Ratio. The Revolving Loan A LoansNotes, Term Loan B LoansNotes, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the applicable Lenders and shall be duly executed and delivered by one (1) or more Authorized Signatories. Any Lender (i) which is not a U.S. United States Person (a "NONNon-U.S. BANKLender") and (ii) which could would become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder or under the Notes or any other Loan Document relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, at the cost and expense of such Lender to register such Loans as provided in Section 11.5(g) 11.5 hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Revolving Loan Note, one (1) Term Loan A Note, and one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, applicable Lender in accordance with such Lender's applicable Commitment Ratio for Revolving Loans, the Term Loan A Loans, and the Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued on a joint and several basis by the Borrower Borrowers to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NONNon-U.S. BANKBank") and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower Borrowers (through the Administrative Agent), and the Borrower agrees Borrowers agree thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's Borrowers' repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by herein. Upon the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order request of each any Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, (i) a Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes Note shall be issued by the Borrower to the Lenders order of such Lender in accordance with such Lender's Revolving Commitment Percentage, and (ii) a Term B Note shall be issued by the Borrower to the order of such Lender in accordance with such Lender's Term B Commitment Percentage. The Swing Loans shall be evidenced by the Swing Loan Note, which Swing Loan Note shall be issued by the Borrower and payable to the order of the Swing Loan Lender in the amount of the Swing Loan Committed Amount. If applicable, an Incremental Facility Loan Note shall be issued by the Borrower to the order of such Incremental Facility Lender in accordance with its pro rata share of the Incremental Facility Commitments. Any Notes issued by the Borrower shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form.Borrower (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account or accounts shall debit such the applicable loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its the Loans. The records of a each Lender with respect to the loan account accounts maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to make any maintain such notations or any error or mistake in such notations records shall not affect impair the Borrower's repayment obligations with respect obligation of the Borrower to such Loansrepay Indebtedness hereunder. (c) Each Advance of the Revolving Loans from the Lenders (other than the Swing Loan Lender) under this Agreement shall be made pro rata by the Lenders on the basis of their respective Revolving Commitment Percentages.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Revolving Loan A Note, one (1) Term Loan B Note, A Note and one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility B Note shall be payable to the order of each Lender, in accordance with such Lender's respective applicable Commitment Ratio for Ratio. The Revolving Loan Notes, Term Loan A Loans, Notes and the Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one (1) or more Authorized Signatories. Any Lender (i) which is not a U.S. United States Person (a "NONNon-U.S. BANKLender") and (ii) which could would become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder or under the Notes or any other Loan Document relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, at the cost and expense of such Lender, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by herein. Upon the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order request of each any Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, (i) a Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes Note shall be issued by the Borrower to the Lenders order of such Lender in accordance with such Lender’s Revolving Commitment Percentage, and (ii) a Term B Note shall be issued by the Borrower to the order of such Lender in accordance with such Lender’s Term B Commitment Percentage. The Swing Loans shall be evidenced by the Swing Loan Note, which Swing Loan Note shall be issued by the Borrower and payable to the order of the Swing Loan Lender in the amount of the Swing Loan Committed Amount. If applicable, an Incremental Facility Loan Note shall be issued by the Borrower to the order of any Incremental Facility Lender in accordance with its pro rata share of the Incremental Facility Commitments. Any Notes issued by the Borrower shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrower. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account or accounts shall debit such the applicable loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its the Loans. The records of a each Lender with respect to the loan account accounts maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to make any maintain such notations or any error or mistake in such notations records shall not affect impair the Borrower's repayment obligations with respect obligation of the Borrower to such Loansrepay Indebtedness hereunder. (c) Each Advance of the Revolving Loans from the Lenders (other than the Swing Loan Lender) under this Agreement shall be made pro rata by the Lenders on the basis of their respective Revolving Commitment Percentages.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may bebe and a Swing Line Note shall be payable to the order of the Swing Line Lender in accordance with the Swing Line Commitment. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NONNon-U.S. BANKBank") and (ii) which could become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein herein, and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A One Revolving Note, one (1) Term Tranche A Note and one Tranche B Note shall be issued by the Borrower to the order of each Lender in accordance with its Commitment Ratios with respect to such Loans. The Swing Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, the Swing Loan Lender in accordance with such Lender's applicable Commitment Ratio for Term the amount of the Swing Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if Committed Amount. If applicable, the one Incremental Facility Loans, as the case may be. The Notes Note shall be issued by the Borrower to the Lenders order of each Incremental Facility Lender in accordance with its pro rata share of the Incremental Facility Commitments. Each Note shall be issued by the Borrower to the order of a Lender or the Swing Loan Lender, as the case may be, and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrower. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its such Lender's portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, thereon and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans of such Lender and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to maintain such records or to make any such notations notations, or any error or mistake in such notations notations, shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Revolving Loan A Note, one (1) Term Loan B Note, A Note and one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility B Note shall be payable to the order of each LenderLender for such Commitment, in accordance with such Lender's applicable respective Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may beapplicable Commitment. The Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one (1) or more Authorized Signatories. Any Lender (i) which is not a U.S. United States Person (a "NONNon-U.S. BANKLender") and (ii) which could would become completely exempt from withholding of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder or under the Notes or any other Loan Document relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, at the cost and expense of such Lender, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered form. (b) Each Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest error, but the failure of any Lender to make any such notations or any error or mistake in such notations shall not affect the Borrower's repayment obligations with respect to such Loans.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein herein, and shall be evidenced by the Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A One Revolving Note, one (1) Term Loan Tranche A Note and one Tranche B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, in accordance with such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Notes shall be issued by the Borrower to the Lenders order of each Lender in accordance with its Commitment Ratios with respect to such Senior Loans. On the date on which any Advance of the Tranche C Loans is funded, if applicable, one Tranche C Note shall be issued by the Borrower to the order of each Tranche C Lender funding such Advance in accordance with its Tranche C Credit Ratio with respect to the amount of such Advance. Each Note shall be issued by the Borrower to the order of a Lender or a Tranche C Lender, as the case may be, and shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrower. (b) Each Lender and each Tranche C Lender may open and maintain on its books in the name of the Borrower a loan account with respect to its such Lender's or such Tranche C Lender's, as applicable, portion of the Loans and interest thereon. Each Lender and each Tranche C Lender which opens such a loan account shall debit such loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, thereon and shall credit such loan account for each payment on account of principal of or interest on its Loans. The records of a Lender or a Tranche C Lender with respect to the loan account maintained by it shall be prima facie evidence of its portion of the Loans of such Lender or Tranche C Lender, as applicable, and accrued interest thereon absent manifest errorthereon, but the failure of any Lender or any Tranche C Lender to maintain such records or to make any such notations notations, or any error or mistake in such notations notations, shall not affect the Borrower's repayment obligations with respect to such Loans. (c) Each Tranche C Note, and any other agreement, note, bond, debenture or other instrument from time to time evidencing the Tranche C Obligations or any part thereof shall contain a specific statement thereon to the effect that the Indebtedness evidenced thereby is subject to the provisions of Section 2.15 of this Agreement.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein and shall be evidenced by herein. Upon the Notes request of any Lender, (and, if applicable, the Incremental Facility Notes). One (1i) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) a Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable issued by the Borrowers, on a joint and several basis, to the order of each Lender, such Lender in accordance with such Lender's applicable Revolving Commitment Ratio for Percentage, and (ii) a Term B Note shall be issued by the Borrowers, on a joint and several basis, to the order of such Lender in accordance with such Lender's Term B Commitment Percentage. The Swing Loans shall be evidenced by the Swing Loan A LoansNote, Term which Swing Loan B LoansNote shall be issued by the Borrowers, Term on a joint and several basis, and payable to the order of the Swing Loan C Loans, Revolving Loans and, if Lender in the amount of the Swing Loan Committed Amount. If applicable, the Incremental Facility Loans, as the case may be. The Loan Notes shall be issued by the Borrower Borrowers, on a joint and several basis, to the Lenders and order of each Incremental Facility Lender in accordance with such Incremental Facility Lender's pro rata share of the Incremental Facility Commitments. Any Notes issued by the Borrowers shall be duly executed and delivered by one or more Authorized Signatories. Any Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding Signatories of United States federal income taxes in respect each of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formBorrowers. (b) Each Lender may open and maintain on its books in the name of the Borrower Borrowers a loan account with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account or accounts shall debit such the applicable loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its the Loans. The records of a each Lender with respect to the loan account accounts maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest errorthereon, but the failure of any Lender to make any maintain such notations or any error or mistake in such notations records shall not affect impair the Borrower's repayment obligations with respect joint and several obligation of the Borrowers to such Loansrepay Indebtedness hereunder. (c) Each Advance of the Revolving Loans from the Lenders (other than the Swing Loan Lender) under this Agreement shall be made pro rata by the Lenders on the basis of their respective Revolving Commitment Percentages.

Notes; Loan Accounts. (a) The Loans shall be repayable in accordance with the terms and provisions set forth herein herein, and shall be evidenced by the Notes. One each of the Revolving Credit Notes (and, if applicable, the Incremental Facility Notes). One (1) Term Loan A Note, one (1) Term Loan B Note, one (1) Term Loan C Note, one (1) Revolving Loan Note and, if applicable, one (1) Incremental Facility Note shall be payable to the order of each Lender, Lender in accordance with the respective Commitment Ratio of such Lender's applicable Commitment Ratio for Term Loan A Loans, Term Loan B Loans, Term Loan C Loans, Revolving Loans and, if applicable, the Incremental Facility Loans, as the case may be. The Revolving Credit Notes shall be issued by the Borrower to the Lenders and shall be duly executed and delivered by one or more Authorized Signatories. Any One each of the Bid Rate Notes shall be payable to the order of each Lender (i) which is not a U.S. Person (a "NON-U.S. BANK") and (ii) which could become completely exempt from withholding shall be duly executed and delivered by the Authorized Signatories. The Swing Line Note shall be payable to the order of United States federal income taxes the Swing Line Lender in respect the principal amount of payment of any obligations due to such Lender hereunder relating to any of its Loans if such Loans were in registered form for United States federal income tax purposes may request the Borrower (through the Administrative Agent), $10,000,000 and the Borrower agrees thereupon, to register such Loans as provided in Section 11.5(g) hereof shall be duly executed and to issue to such Lender Notes evidencing such Loans as Registered Notes or to exchange Notes evidencing such Loans for new Registered Notes, as applicable. Registered Notes may not be exchanged for Notes that are not in registered formdelivered by Authorized Signatories. (b) Each Lender may open and maintain on its books in the name of the Borrower a one or more loan account accounts with respect to its portion of the Loans and interest thereon. Each Lender which opens such a loan account or accounts shall debit such the applicable loan account for the principal amount of its portion of each Advance made by it and accrued interest thereon, and shall credit such loan account for each payment on account of principal of or interest on its the Loans. The records of a each Lender with respect to the loan account accounts maintained by it shall be prima facie evidence of its portion of the Loans and accrued interest thereon absent manifest errorthereon, but the failure to maintain such records shall not impair the obligation of any the Borrower to repay Indebtedness hereunder. (c) Each Revolving Credit Advance from the Lenders under this Agreement shall be made pro rata on the basis of their respective Commitment Ratios. No Lender shall be relieved of its obligations to make Revolving Credit Advances according to its respective Commitment Ratio notwithstanding the fact that at any time the aggregate principal amount of all Bid Rate Advances and Revolving Credit Advances made by such notations or any error or mistake in such notations shall not affect Lender would exceed its Commitment Ratio of the Borrower's repayment obligations with respect to such LoansCommitment.