Common use of Notes Clause in Contracts

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. The Borrower shall, upon request of any Lender Group or Swingline Lender, on or after such Lender Group or Swingline Lender becomes a party hereto (awhether on the Effective Date or by assignment or otherwise), execute and deliver a Note evidencing the Loans of such Lender Group or Swingline Lender. Each such Note shall be payable to the order of the Lender Agent for such Lender Group or to the order of the Swingline Lender, as applicable, in a face amount equal to the applicable Lender Group’s Commitment or the Swingline Lender’s Swingline Commitment as of the Effective Date or the effective date on which such Lender Group or Swingline Lender becomes a party hereto, as applicable. The Borrower hereby irrevocably authorizes each Lender Agent and the Swingline Lender to make (or cause to be made) Xxxxxxxx’s obligation appropriate notations on the grid attached to pay the principal ofNotes (or on any continuation of such grid, and interest onor at the option of such Lender Agent, in its records), which notations, if made, shall evidence, inter alia, the Term date of the outstanding principal of the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it thereby and each payment in respect of principal thereon. Such notations shall be rebuttably presumptive evidence of the subject matter thereof and prior to any transfer of any of its Notes will endorse on absent manifest error; provided, that the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure failure to make any such notation notations shall not limit or otherwise affect any of the Obligations or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlpayment thereon. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Revolving Credit Loans made by each Lender shall be evidenced by a promissory note executed and delivered by the applicable Borrower at the request of such Lender, substantially in the Register maintained by form of Exhibit B-1, with appropriate insertions as to payee and date (a “Revolving Credit Note”), payable to the Administrative Agent pursuant order of such Lender in a principal amount equal to Section 13.04 and shall, if requested the aggregate unpaid principal amount of all Revolving Credit Loans made by such Xxxxxx, also Lender. The Competitive Loans made by each Lender shall be evidenced by a promissory note duly executed and delivered by Borrower Kimco at the request of such Lender, substantially in the form of Exhibit BB-2, with blanks appropriately completed in conformity herewith appropriate insertions as to payee and date (each, a “Competitive Loan Note”). (b) , payable to the order of such Lender. Each Lender will note on its internal records is hereby authorized to record, as applicable, the date, Type and amount of each Term Revolving Credit Loan or Competitive Loan made by it such Lender, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal thereof and, in the case of Fixed Rate Loans and Eurocurrency Loans, the length of each Interest Period with respect thereof thereto and, in the case of Money Market Loans, the Money Market Loan Maturity Date with respect thereto, on the schedule (including any continuation thereof) annexed to and prior to any transfer of any constituting a part of its Notes will endorse on Revolving Credit Note or Competitive Loan Note, as the reverse side thereof case may be, and any such recordation shall constitute prima facie evidence of the outstanding principal amount accuracy of Term Loans evidenced thereby. Failure the information so recorded; provided that the failure by any Lender to make any such notation recordation or any error in such notation recordation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of any Borrower to pay under this Agreement or the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansNotes.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced (i) in the case of a Term Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxAt the request of any Lender, the Company’s obligation to pay the principal of, and interest on, the Term Loans made by each such Lender to the Company shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower the Company substantially in the form of Exhibit B, B with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) The Note issued by the Company to any Lender shall (i) be executed by the Company, (ii) be payable to the order of such Lender and be dated the date of issuance, (iii) be in a stated principal amount equal to the aggregate initial principal amount of the Loans of such Lender, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 2.08 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 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the Guarantees and be secured by the Security Documents. (c) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrowerthe Company’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to Borrower the Company shall affect or in any manner impair the obligations of Borrower the Company to pay the Term Loans (and all related Obligations) incurred by Borrower the Company which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees Guarantees therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Company shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans made The Borrowings funded by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Syndicated Loans to Section 13.04 be made by such Lender Group to the Borrower shall be evidenced by promissory notes. Swingline Loans and Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such XxxxxxFunding Agent, also to such Funding Agent and its registered assigns); (b) bear interest in accordance with the provisions hereof; (c) be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, attached hereto (with blanks appropriately completed in conformity herewith herewith); and (each, a “Note”). (bd) Each Lender will note on its internal records the amount of each Term Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansmarked “cancelled”.

Notes. (a) XxxxxxxxThe Revolver Advances of each Lender shall, upon the request of such Lender made through the Administrative Agent, be evidenced by a single Revolver Note payable to the order of such Lender for the account of its Lending Office in an amount equal to the original principal amount of such Lender’s obligation to pay Revolver Commitment. The Swing Advances of the principal of, and interest on, the Term Loans made by each Swingline Lender shall be evidenced in by a single Swing Advance Note payable to the Register maintained by order of the Swingline Lender. Upon receipt of any Lender’s Note pursuant to Section 3.01, the Administrative Agent pursuant shall deliver such Note to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Lender. Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof requesting a Note shall record, and prior to any transfer of any of its Notes will Note shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence, the outstanding date, amount and maturity of, and effective interest rate for, each Advance made by it, the date and amount of each payment of principal made by the Borrower with respect thereto and such schedule shall constitute rebuttable presumptive evidence of the principal amount of Term Loans evidenced thereby. Failure to make any owing and unpaid on such notation or any error in such notation shall not affect BorrowerLender’s obligations in respect of such Term Loans. For Note; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make, or obtain a Note evidencing its Term Loans to Borrower shall affect any error in making, any such recordation or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and endorsement shall not in any way affect the security obligation of the Borrower hereunder or guarantees therefor provided pursuant to under the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make or the notations otherwise described in the preceding clause (b). At any time when ability of any Lender requests to assign its Notes. Each Lender is hereby irrevocably authorized by the delivery Borrower so to endorse its Notes and to attach to and make a part of any Note a Note to evidence continuation of any of its Term Loans, Borrower shall promptly execute such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) The Revolving Note issued to each Lender that has a Commitment or outstanding Loans shall (i) mature on the Final Maturity Date, (ii) bear interest as provided in the appropriate clause of Section 2.08 in respect of the Base Rate Loans and Euro Rate Loans, as the case may be, evidenced thereby, (iii) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, and (iv) be entitled to the benefits of this Agreement and the other Credit Documents. (c) The Swingline Note issued to the Swingline Lender shall (i) be payable to the Swingline Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount (expressed in U.S. Dollars) equal to the relevant Maximum Swingline Amount and be payable in the outstanding principal amount of the Swingline Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in the appropriate clause of Section 2.08, (vi) be subject to voluntary prepayment as provided in Section 5.01 and mandatory repayment as provided in Section 5.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (d) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (ce) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to any Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Term Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bh). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the applicable Borrower shall promptly execute and deliver to the respective Lender relevant Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay Any Bank Party may request that the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by and/or L/C Borrowings of such Xxxxxx, also Bank be evidenced by a promissory note duly executed and delivered by Borrower substantially single Note payable to the order of such Bank Party for the account of its Applicable Lending Office in an amount equal to the form aggregate unpaid principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank Party’s Loans and/or L/C Borrowings. (b) Each Lender will note on Bank Party that has requested that its internal records Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount of each Term Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of Term such Loans evidenced therebyand/or L/C Borrowings. Failure Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to make any such notation or any error reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in such notation shall not affect Borrower’s obligations in respect this Agreement to the “Note” of such Term Loans. For Bank Party shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon receipt of each Bank Party’s Note pursuant to Section 3.01(b), the contrary contained above Administrative Agent shall forward such Note to such Bank Party. Each Bank Party shall record the date, amount, type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank Party so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender Bank Party to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank Party is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Term Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered single Note made by the Borrower substantially in payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Loans shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansMaturity Date.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.16 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Tranche A Loans or Tranche B Loans of such Lender and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 5.01, and mandatory repayment as provided in Section 5.02, 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.16 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Restatement Effective Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Lender and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) XxxxxxxxEach Borrower’s joint and several obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Term Loans (and all related Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the respective Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Revolving Loans made by each Lender shall be evidenced by a Revolving Note appropriately completed in substantially the Register maintained form of Exhibit A-1. The Swingline Loans made by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also Swingline Lender shall be evidenced by a promissory note duly executed and delivered by Borrower Swingline Note appropriately completed in substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)A-2. (b) Each Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date (or, in the case of a Revolving Note issued after the Closing Date, dated the effective date of the applicable Assignment and Acceptance), (iv) be in a stated principal amount equal to such Lender’s Revolving Commitment (or, in the case of the Swingline Note, the amount of the Swingline Commitment), (v) bear interest in accordance with the provisions of Section 2.8, as the same may be applicable from time to time to the Loans made by such Lender, and (vi) be entitled to all of the benefits of this Agreement and the other Credit Documents and subject to the provisions hereof and thereof. (c) Each Lender will note record on its internal records the amount and Type of each Term Loan made by it and each payment received by it in respect thereof and prior to will, in the event of any transfer of any of its Notes will Revolving Notes, either endorse on the reverse side thereof or on a schedule attached thereto (or any continuation thereof) the outstanding principal amount and Type of Term the Revolving Loans evidenced thereby. Failure to make any thereby as of the date of transfer or provide such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, information on a schedule to the extent any conflict arises between Assignment and Acceptance relating to such transfer; provided, however, that the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower shall affect provide any such information, or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementerror therein, and shall not in any way affect the security Borrower’s obligations under this Agreement or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansNotes.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced (i) in the case of a Term Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Term Note”) and (ii) in the case of a Revolving Loan, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxIf a Lender so requests in writing, the Borrower’s obligation to pay repay the principal of, and interest on, the Term Loans made by each of such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender for the account of its Applicable Lending Office. (b) Each Lender will note on its internal records may, by notice to the amount Borrower and the Administrative Agent, request that the Borrower’s obligation to repay such Lender’s Loans of a particular Type or Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant Type or Class. Each reference in this Agreement to the “Note” of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Promptly after it receives any Lender’s Note pursuant to Article 3, the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class and Type of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Term Loans evidenced thereby. Failure foregoing information with respect to each such Loan then outstanding; provided that a Lender’s failure to make any such notation (or any error in making) any such notation recordation or endorsement shall not affect the Borrower’s obligations in respect of such Term Loans. For hereunder or under the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (such schedule as and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Committed Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially Revolving Note in the form of Exhibit BG-l hereto, with blanks appropriately completed payable to the order of such Lender in conformity herewith (eachan amount equal to such Lender’s Pro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, the Swing Loans made by the Swing Line Lender may be evidenced by a “Note”). (b) Swing Line Note in the form of Exhibit G-2 hereto, payable to the order of the Swing Line Lender in the maximum amount of $50,000,000. In addition, the Bid Loans that may be made by a Lender pursuant to Section 2.18 may be evidenced by Bid Notes payable to the order of each Lender, in the form of Exhibit G-3 hereto. Each Lender will note may endorse on any schedule annexed to its internal records Note(s) the date, amount and maturity of each Loan that it makes in the case of Committed Loans (which shall not include undrawn amounts on outstanding Letters of Credit, but shall include the amounts of any drawings on outstanding Letters of Credit), and the amount of each Term Loan made by it payment of principal that Borrower makes with respect thereto. Borrower irrevocably authorizes each Lender to endorse its Note(s), and each payment such Lender’s record shall be conclusive absent manifest error; provided, however, that any Lender’s failure to make, or its error in making, a notation thereon with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation Loan shall not limit or otherwise affect Borrower’s obligations in respect of to such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLender hereunder or under its Note(s). (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced by separate promissory notes of the Borrower in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BA hereto (collectively, the "Notes"), dated of even date as this Agreement and completed with blanks appropriately completed appropriate insertions. One Note shall be payable to the order of each Bank in conformity herewith (eachthe principal amount equal to such Bank's Commitment or, a “Note”). (b) Each Lender will note on its internal records if less, the outstanding amount of each Term Loan all Loans made by it and each payment in respect thereof and prior such Bank, plus interest accrued thereon as set forth below. The Borrower irrevocably authorizes Agent to any transfer make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of its Notes will endorse receipt of any payment of principal thereof, an appropriate notation on Agent's Record reflecting the reverse side thereof making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on Agent's Record shall be prima facie evidence of the principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to make any such notation each Bank, but the failure to record, or any error in so recording, any such notation amount on Agent's Record shall not limit or otherwise affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay make payments of principal of or interest on any Note when due. By delivery of the Term Loans Notes, there shall not be deemed to have occurred, and there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by the "Notes" (as defined in the Prior Credit Agreement), which indebtedness is instead allocated among the Banks as of the date hereof and all related Obligations) incurred evidenced by Borrower which would otherwise be evidenced thereby the Notes in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the their respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansCommitment Percentages.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, 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 each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation In addition to pay the Note described in Section 2.1 hereof, a Note or Notes in an aggregate principal amount equal to the principal of, and interest on, the Term Loans made by each Lender shall amount of any Additional Bonds will be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by the Borrower in a form substantially in similar to the form of the Note attached hereto as Exhibit BA, with blanks appropriately completed in conformity herewith the necessary and appropriate variations, omissions and insertions as permitted and required by this Agreement as amended and supplemented. All Notes shall: (each, a “Note”).a) Provide for payments of interest equal to the payments of interest on the corresponding Bonds; (b) Each Lender will note on its internal records require payments and/or prepayments of principal and any premium equal to the amount payments of each Term Loan made by it principal and each payment in respect thereof and prior to any transfer of any of its Notes will endorse premium on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control.corresponding Bonds; (c) Notwithstanding anything require all payments on such Notes to be made on or prior to the contrary contained above due dates for the corresponding payments to be made on the corresponding Bonds; (d) contain optional and mandatory prepayment provisions and provisions in respect of the optional and mandatory acceleration or prepayment of principal and any premium corresponding with the redemption provisions of the corresponding Bonds; and (e) be on a parity with all other Notes theretofore or thereafter executed and delivered by the Borrower pursuant to this Section 2.05 Agreement as the same may be amended or elsewhere supplemented in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure connection with issuance of any Lender Bonds, except with respect to request draws under the Letter of Credit. Upon payment in full of the principal of and interest and any premium on any or obtain a Note evidencing its Term Loans to Borrower shall affect all Bonds, whether at maturity or in any manner impair by redemption or otherwise, and the obligations of Borrower to pay surrender thereof to, and cancellation thereof by, the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby Trustee, or upon provision for the payment thereof having been made in accordance with the requirements provisions of the Indenture, the Notes, issued concurrently with such Bonds, of the same maturity, bearing the same interest rate and in an amount equal to the aggregate principal amount of such Bonds so surrendered and canceled or for the payment of which provision has been made, shall be deemed fully paid and the obligations of the Borrower thereunder terminated and such Notes shall be canceled and surrendered by the Trustee to the Borrower. Notwithstanding the previous sentence, in the event that moneys sufficient for such payment have been paid to the Trustee by the Bank, and amounts are owing to the Bank under the Reimbursement Agreement, as evidenced by a written certificate of the Bank delivered to the Trustee, the Trustee shall upon written instructions of the Bank assign all of its right, title and interest in and to the Notes to the Bank. The Borrower hereby agrees and consents to such an assignment without defense or set-off by reason of any dispute between the Borrower and the Trustee. Unless the Borrower is entitled to a credit under express terms of this AgreementAgreement or the Indenture, all payments on each Note shall be in the full amount required thereunder. Each Note shall be payable to the Issuer and shall not in any way affect be negotiated by the security or guarantees therefor provided pursuant Issuer, except to effect assignment thereof to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required Trustee and to make any successor trustee under the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansIndenture.

Notes. (a) Xxxxxxxx’s obligation a. All Notes issued by the Issuer under this Agreement pursuant to pay a Commercial Paper Program shall be promissory notes having a maturity, at the principal oftime of issuance and upon any renewal thereof, not exceeding 365 days, and interest on, the Term Loans made by each Lender shall be evidenced in exempt from the Register maintained registration requirements of the Securities Act of 1933, as amended, as indicated on the Program Schedules, and from applicable state securities laws. The Notes may be placed by dealers (the Administrative Agent “Dealers” ) pursuant to Section 13.04 and shall4 hereof. The Notes shall be issued in book-entry form as provided in sub-paragraph (b) below. b. The Notes shall not be issued in physical form, if requested by such Xxxxxx, also but their aggregate face amount shall be evidenced represented by a promissory master note duly executed and delivered by Borrower substantially (the “Master Note” ) in the form of Exhibit BA executed by the Issuer pursuant to the book-entry commercial paper program of The Depository Trust Company ( “DTC” ). Agent shall maintain the Master Note in safekeeping, in accordance with blanks appropriately completed in conformity herewith (eachits customary practices, a “Note”). (b) Each Lender will note on its internal records behalf of Cede & Co., the amount of each Term Loan made by it and each payment in respect registered owner thereof and prior to any nominee of DTC. As long as Cede & Co. is the registered owner of the Master Note, the beneficial ownership interest therein shall be shown on, and the transfer of any ownership thereof shall be effected through, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Note and the Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced therebyshall be subject to DTC’s rules and procedures, as amended from time to time. Failure to make any such notation or any error in such notation Agent shall not affect Borrowerbe liable or responsible for sending transaction statements of any kind to DTC’s obligations in respect participants or the beneficial owners of such Term Loans. For the avoidance of doubtNotes, to the extent any conflict arises between or for maintaining, supervising or reviewing the records maintained pursuant of DTC or its participants with respect to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure In connection with DTC’s program, the Issuer understands that as one of any Lender the conditions of its participation therein it shall be necessary for the Issuer and Agent to request or obtain enter into a Note evidencing its Term Loans Letter of Representations, in the form of Exhibit B hereto, and for DTC to Borrower shall affect or in any manner impair the obligations receive and accept such Letter of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in Representations. In accordance with DTC’s program, the requirements Issuer shall obtain from the CUSIP Service Bureau a written list of this AgreementCUSIP numbers for the Notes, and shall not in any way affect deliver such list to DTC and to Agent. The CUSIP Service Bureau shall xxxx the security Issuer directly for the fee or guarantees therefor provided pursuant to fees payable for the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make list of CUSIP numbers for the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansNotes.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of EXHIBIT A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "NOTE" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; PROVIDED that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s The Borrowers, joint and several, obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such Xxxxxx, also be evidenced in the case of Revolving Loans, by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit BK, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). Any Revolving Notes or other evidence of indebtedness issued under the Loan Documents need not be presented or surrendered for any payment made by any Agent, and the Agents shall not have any duty or responsibility with respect thereto. (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrowerthe Borrower Agent’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower Agent shall affect affect, or in any manner impair impair, the obligations of the Borrower Agent to pay the Term Loans (and all related Obligations) incurred by the Borrower Agent which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documentsany Loan Document. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower Agent shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect each Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such Xxxxxx, also request that each of its Loans be evidenced by a promissory note duly executed Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and delivered expense of the Bank requesting such Note. In the event any Loans evidenced by Borrower such a Note are paid in full prior to the applicable Maturity Date, any such Bank shall return such Note to the Borrower. Each such Note shall be in substantially in the form of Exhibit BD hereto. Upon the execution and delivery of any such Note, with blanks appropriately completed any existing Note payable to such Bank shall be returned to the Borrower and replaced or modified accordingly. Each reference in conformity herewith (each, a this Agreement to the “Note”)” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes The Tranche A-1 Loans shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementmature, and the principal amount thereof shall not in any way affect be due and payable, on the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.Tranche A-1

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such XxxxxxLender, also be evidenced if requested by any applicable Lender (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s The Borrower's obligation to pay the principal of, and interest on, on the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (eacheach a "Revolving Note" and, a “Note”collectively, the "Revolving Notes"). (b) The Revolving Note issued to each Lender that has a Revolving Loan Commitment or outstanding Revolving Loans shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Initial Borrowing Date (or, if issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Revolving Loan Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Revolving Loans of such Lender at such time) and be payable in the outstanding principal amount of the Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.8 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 4.1, and mandatory repayment as provided in Section 4.2, 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 each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes Note will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s 's obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.5 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such NotesNote. No failure of any Lender to to, request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans, provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Xxxxxxxx’s The Borrower's obligation to pay repay the principal of, and interest on, the Term Loans made by of each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender for the account of its Applicable Lending Office. (b) Each Lender will note on its internal records may, by notice to the Borrower and the Agent, request that the Borrower's obligation to repay such Lender's Loans of a particular type be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant type. Each reference in this Agreement to the "Note" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Promptly after it receives each Lender's Note pursuant to Section 3.01(a), the Agent shall forward such Note to such Lender. Each Lender shall record the date, amount and type of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Term Loans evidenced thereby. Failure foregoing information with respect to each such Loan then outstanding; provided that a Lender's failure to make any such notation (or any error in making) any such notation recordation or endorsement shall not affect the Borrower’s 's obligations in respect of such Term Loans. For hereunder or under the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (such schedule as and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower to such Lender substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent The entries made in its internal records and any conflict arises between the records maintained notes by a Lender pursuant to this Section paragraph (b) and by the RegisterAdministrative Agent in the Register shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, that the failure of any Lender to maintain such records or any error in such records by a Lender or by the Administrative Agent in the Register shall not in any manner affect the obligation of the Borrower to repay the Term Loans and pay interest thereon in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the Register maintained by the Administrative Agent and any Lender’s records, the Register of the Administrative Agent shall control.govern (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such XxxxxxLender, also be evidenced (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Term Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), and (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Revolving Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the applicable Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to a Borrower shall affect or in any manner impair the obligations of the applicable Borrower to pay the Term Loans (and all related Obligations) incurred by the applicable Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the applicable Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the Register ordinary course of business. The accounts or records maintained by the Administrative Agent pursuant and each Lender shall be conclusive absent demonstrable error of the amount of the Loans made by the Lenders to Section 13.04 the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of demonstrable error. In addition to such accounts or records, upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a NY Law Note, which shall evidence such Lender’s Loans. Each Lender may attach schedules to its Note and endorse thereon the date, type, amount and maturity of its Loans and payments with respect thereto; provided that BVI Borrower is promptly given a copy of any such schedule and any updates made thereto. The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other Obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the applicable Borrower shall issue and deliver a new Note of the same principal amount and maturity as the mutilated Note, provided that such mutilated Note shall be returned to such Borrower. If a Note is lost, stolen or destroyed, the applicable Borrower shall, if requested promptly upon the written request of the Administrative Agent, issue and deliver to the applicable Lender a new Note of the same principal amount and maturity as the lost, stolen or destroyed Note subject to receipt of a customary lost note affidavit from such Lender and indemnity satisfactory to the Borrowers and the Administrative Agent, and the satisfaction by the applicable Lender of any other action or requirement that may be applicable according to the Applicable Law. In the event that one or more Notes shall be issued after the date hereof, it shall not be necessary to tender or present any such XxxxxxNote to the Administrative Agent for any payment hereunder, also be evidenced by a promissory note duly except in connection with (but, for the avoidance of doubt, subject to) the payment in full of the Obligations thereunder. (b) The Peru Borrower shall promptly, and in any event within five (5) Business Days of (i) the disbursement of any Peru Loan, (ii) notice of the effectiveness of the assignment of any Peru Loan in accordance with Section 12.07, or (iii) the creation of any new Class of Peru Loans, as applicable, deliver to the Administrative Agent in escrow each of (A) an executed and delivered by Borrower blank Peru Law Note substantially in the form of Exhibit A-2 hereto and (B) an executed blank Peru Law Note substantially in the form of Exhibit A-4 hereto, in each case, together with blanks appropriately completed (C) executed Peru Completion Agreements in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount favor of each Term Loan made by it and each payment Lender holding the applicable Class of Peru Loans, in respect thereof and prior the case of the foregoing clause (ii), subject to any transfer the surrender of any Peru Law Notes held by the Administrative Agent in escrow on behalf of any Lender that assigns 100% of its outstanding Peru Loans in connection with such assignment; provided that (i) no such Peru Law Note or Peru Completion Agreement shall be effective until released from escrow in accordance with Section 9.02(e) and (ii) at no time shall the Peru Borrower be required to deliver more Peru Law Notes will endorse on or Peru Completion Agreements than are necessary to ensure that each Lender has one original of each of the reverse side thereof documents described in the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations foregoing clauses (A) through (C) in respect of such Term Loans. For the avoidance each Class of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlPeru Loans it holds. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender to such Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by such Borrower substantially in the form of Exhibit BB (except in the case of any Spanish Obligor to the extent execution of a promissory note would give rise to payment of stamp duty), with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to any Borrower shall affect affect, or in any manner impair impair, the obligations of any Borrower to pay the Term Loans (and all related Secured Obligations) incurred by such Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the respective Borrower shall promptly execute and deliver to the respective Lender Lender, at such Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Facility Agent pursuant to Section 13.04 11.17 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to such Lender or its registered assigns and be dated the Closing Date, (iii) be in a stated principal amount equal to the outstanding Loans of such Lender and be payable in the outstanding principal amount of Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 2.06 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 4.01, and mandatory repayment as provided in Section 4.02, 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations on such Note otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced by separate promissory notes of the Borrower in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BEXHIBIT A hereto (collectively, the "Notes"), dated the date of this Agreement and completed with blanks appropriately completed appropriate insertions. One Note shall be payable to the order of each Bank in conformity herewith the principal face amount equal to such Bank's Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on such Bank's Record reflecting the making of such Loan or (each, a “Note”). (bas the case may be) Each Lender will note on its internal records the receipt of such payment. The Outstanding amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer the Loans set forth on such Bank's Record shall be PRIMA FACIE evidence of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to make any such notation Bank, but the failure to record, or any error in so recording, any such notation amount on such Bank's Record shall not limit or otherwise affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay make payments of principal of or interest on any Note when due. By delivery of the Term Loans (Notes, there shall not be deemed to have occurred, and all related Obligations) incurred there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidence by Borrower the "Notes" as defined in the First Amended Credit Agreement, which would otherwise be indebtedness is instead allocated among the Banks as of the date hereof and evidenced thereby by the Notes in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the their respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansCommitment Percentages.

Notes. (a) Xxxxxxxx’s obligation to pay the principal ofThe Tranche A Loans, Tranche B Loans and interest on, the Term Tranche C Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also each be evidenced by a promissory note duly executed single Note payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank's Tranche A Loans, Tranche B Loans and delivered by Borrower substantially Tranche C Loans, as the case may be. Each reference in this Agreement to the form "Notes" of Exhibit Ba Bank shall be deemed to refer to and include any or all of the Notes of such Bank described in this Section, with blanks appropriately completed in conformity herewith (each, a “Note”)as the context may require. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Tranche A Loans, Tranche B Loans and Tranche C Loans of a particular Type be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. (c) Upon receipt of each Term Bank's Notes pursuant to Section 3.01(a), the Documentation Agent shall forward such Notes to such Bank. Each Bank shall record the date, amount and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto on the appropriate Note, and may, if such Bank so elects in respect thereof and prior to connection with any transfer or enforcement of any of its Notes will Notes, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each Loan then outstanding principal amount thereunder; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Term Loans, Borrower shall promptly execute Notes a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Initial Borrowing Date (or, in the case of Notes issued after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans and Commitments made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such XxxxxxLender, also be evidenced by (i) in the case of Term Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each a “Term Note” and collectively, the “Term Notes”) and (ii) in the case of Revolving Loans and Revolving Loan Commitments, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term Loans and/or Commitments 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLoans and/or Commitments. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans and/or Commitments to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans and/or Commitments shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term LoansLoans and/or Commitments, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans and/or Commitments; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Xxxxxxxx’s The Borrowers’ obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Borrowers’ obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.02 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.12 and shall, if requested by such XxxxxxLender, also be evidenced if requested by any applicable Lender (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes the Borrower shall only be delivered required to deliver Notes to Lenders that at any time specifically promptly following request for the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no any event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1 or Exhibit B-2, with blanks appropriately completed in conformity herewith, (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will shall note on its internal records the amount of each Term the Loan made by it and each payment in respect thereof thereof, and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent Loans or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrelated Obligations. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans Loan (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in a form reasonably acceptable to the form of Exhibit BAdministrative Agent, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “Notes”). (b) Each Note shall (i) be executed by Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Closing Date, (iii) be in a stated principal amount equal to the Lender’s pro rata share of the Loans and be payable in the principal amount of the Loans evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.07 in respect of the Loans evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in any such notation or endorsement shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bd). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s If a Lender so requests in writing, the Borrower's obligation to pay repay the principal of, and interest on, the Term Loans made by each of such Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender for the account of its Applicable Lending Office. (b) Each Lender will note on its internal records may, by notice to the amount Borrower and the Administrative Agent, request that the Borrower's obligation to repay such Lender's Loans of a particular Type or Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it relates solely to Loans of the relevant Type or Class. Each reference in this Agreement to the "Note" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Promptly after it receives any Lender's Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount, Class and Type of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Term Loans evidenced thereby. Failure foregoing information with respect to each such Loan then outstanding; provided that a Lender's failure to make any such notation (or any error in making) any such notation recordation or endorsement shall not affect the Borrower’s 's obligations in respect of such Term Loans. For hereunder or under the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure Each Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (such schedule as and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced by separate promissory notes of the Borrower in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BA hereto (collectively, the "Notes"), dated of even date with blanks appropriately this Agreement and completed with appropriate insertions. One Note shall be payable to the order of each Bank in conformity herewith (eachthe principal amount equal to such Bank's Commitment or, a “Note”). (b) Each Lender will note on its internal records if less, the outstanding amount of each Term Loan all Loans made by it and such Bank, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each payment in respect thereof and prior Bank to any transfer make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of its Notes will endorse receipt of any payment of principal thereof, an appropriate notation on such Bank's Record reflecting the reverse side thereof making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Bank's Record shall be prima facie evidence of the principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to make any such notation Bank, but the failure to record, or any error in so recording, any such notation amount on such Bank's Record shall not limit or otherwise affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay make payments of principal of or interest on any Note when due. By delivery of the Term Loans (and all related Obligations) incurred by Borrower which would otherwise Notes, there shall not be evidenced thereby in accordance with the requirements of this Agreementdeemed to have occurred, and shall there has not in otherwise occurred, any way affect payment, satisfaction or novation of the security or guarantees therefor provided pursuant to Indebtedness evidenced by the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise "Notes" described in the preceding clause (b). At any time when any Lender requests Amended Credit Agreement, which Indebtedness is instead allocated among the delivery Banks as of a Note to evidence any the date hereof and evidenced by the Notes and their respective Commitment Percentages, and the Banks shall as of its Term Loans, Borrower shall promptly execute and deliver the date hereof make such adjustments to the outstanding loans of such Banks so that such outstanding Loans are consistent with their respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansCommitment Percentages.

Notes. (a) Xxxxxxxx’s The Borrowers’ obligation to pay the principal of, and interest on, the Term Loans made to the Borrowers by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant and, subject to Section 13.04 and shallthe provisions of SECTION 2.05(c), if requested by such Xxxxxx, also shall be evidenced by by, at the request of the applicable Lender, a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BN-1, with blanks appropriately completed in conformity herewith (each, as the same may be amended, supplemented or otherwise modified from time to time, a “Note”). (b) Each The Note issued to each requesting Lender will note on shall (i) be executed jointly by each of the Borrowers, (ii) be payable to such Lender or its internal records registered assigns and be dated the amount of each Term Loan made by it and each payment Closing Date (or, in respect thereof and prior to any transfer the case of any Note issued after the Closing Date, the date of its Notes will endorse issuance thereof), (iii) be in a stated principal amount equal to such Lender’s Commitment on the reverse side Closing Date or on the date of the issuance thereof (if issued after the outstanding Closing Date) and be payable in the principal amount of Term Loans Revolving Advances evidenced thereby. Failure thereby from time to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For time, (iv) mature on the avoidance of doubtMaturity Date, (v) bear interest as provided herein and (vi) be entitled to the extent any conflict arises between the records maintained pursuant to benefits of this Section Agreement and the Register, the Register shall controlother Loan Documents. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers shall affect or in any manner impair the obligations obligation of Borrower the Borrowers to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees Guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, each Borrower shall promptly jointly execute and deliver to the respective that Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “Notes”). Each 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 after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Loans funded by such Lender and be payable in the outstanding principal amount of the Loans evidenced thereby from time to time, (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 4.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender Lender, at the Borrower’s expense, the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including, without limitation, Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank's Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.3(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans and no more than ten (10) Money Market Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans The Loan made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a single promissory note duly executed and delivered by of the Borrower substantially in the form of Exhibit BA hereto, with blanks appropriately completed dated the date hereof, payable to such Lender in conformity herewith (each, a “Note”)principal amount equal to the amount of its Commitment as originally in effect and otherwise duly completed. (b) Each Lender will note on its internal records the amount The date, amount, Type, interest rate and duration of each Term Interest Period (if applicable) of or for each Loan made by it each Lender to the Borrower, and each payment in respect thereof and made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any of its Notes will endorse the Note held by it, endorsed by such Lender on the reverse side thereof schedule attached to such Note or any continuation thereof; provided that the outstanding principal amount failure of Term Loans evidenced thereby. Failure such Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations of the Borrower to make a payment when due of any amount owing hereunder or under such Note in respect of such Term the Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything No Lender shall be entitled to the contrary contained above have its Note substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in this Section 2.05 connection with a permitted assignment of all or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery portion of such Notes. No failure Lender's Loan and Note pursuant to Section 12.06 hereof or a required assignment of all of such Lender's Loans as contemplated by Section 5.07 hereof (and, (x) if requested by any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in connection with any manner impair such required assignment, the obligations of Borrower agrees to pay the Term Loans so exchange any Note and (and all related Obligationsy) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant promptly following delivery to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note replacement Note(s), such Lender (if such Lender is an assigning Lender) agrees to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Borrower such Lender's existing Note in the appropriate amount or amounts to evidence such Term Loansmarked canceled).

Notes. (a) XxxxxxxxEach Borrower’s joint and several obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced (i) in the case of Revolving Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (ii) in the case of Swingline Loans, by a promissory note duly executed and delivered by each Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect any Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to Borrower the Borrowers shall affect affect, or in any manner impair impair, the joint and several obligations of Borrower the Borrowers to pay repay the Term Loans (and all related Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower the Borrowers shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced stated in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.15 and shall, if requested by such Xxxxxx, shall also be evidenced by stated in a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan Loans made by it (as well as any increase thereto as a result of the payment of PIK Interest) and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement2.05, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No no failure of any Lender to request obtain, maintain or obtain produce a Note evidencing its Term Loans to Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby stated therein in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit DocumentsDocument. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests becomes a party to this Agreement, the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested a Note in an amount equal to the appropriate aggregate principal amount of the Loans made or amounts to evidence held by such Term LoansLender.

Notes. (a) Xxxxxxxx’s obligation to pay the principal ofUnless otherwise requested by a Bank, and interest on, the Term any Ratable Loans made by each Lender Bank under this Agreement shall be evidenced by, and repaid with interest in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallaccordance with, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by of Borrower substantially in the form of Exhibit BEXHIBIT B duly completed and executed by Borrower, with blanks appropriately completed in conformity herewith a principal amount equal to such Bank’s Loan Commitment, payable to such Bank for the account of its Applicable Lending Office (eacheach such note, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time, including any substitute note pursuant to Section 3.07 or 12.05, a “Ratable Loan Note”). (b. A particular Bank’s Ratable Loan Note(s) are referred to collectively in this Agreement as such Bank’s “Note”; all such Ratable Loan Notes and interests are referred to collectively in this Agreement as the “Notes”. The Ratable Loans shall mature, and all outstanding principal and accrued interest and other Obligations shall be paid in full, on the Maturity Date, as the same may be accelerated in accordance with this Agreement. Each Lender will note Bank is hereby authorized by Borrower to endorse on its internal records the schedule attached to the Ratable Loan Note held by it, the amount of each Term Loan made by it advance, and each payment in respect thereof and prior to any transfer of any principal received by such Bank for the account of its Notes will endorse Applicable Lending Office(s) on account of its Ratable Loans, which endorsement shall, in the reverse side thereof absence of manifest error, be conclusive as to the outstanding principal amount balance of Term the Ratable Loans evidenced therebymade by such Bank. Failure The failure by any Bank to make any such notation notations with respect to the Loans or any error in such notation each advance or payment shall not limit or otherwise affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay under this Agreement or the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance Notes. In connection with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term LoansRefinancing Mortgage, Borrower shall promptly execute and deliver to the respective Lender Administrative Agent, a mortgage note, payable to the Administrative Agent for the account of the Banks, which shall be secured by the applicable Refinancing Mortgage. Such note shall be in such form as shall be requested Note by Xxxxxxxx, subject to the Administrative Agent’s reasonable approval. Each reference in this Agreement to the appropriate amount “Notes” shall be deemed to refer to and include any or amounts to evidence all of such Term Loansmortgage notes, as the context may require.

Notes. (a) Xxxxxxxx’s obligation to pay the principal ofEach Lender's Tranche A Term Loans, and interest on, the ------ Tranche B Term Loans made by each Lender and Revolving Loans shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially separate Note (in the form applicable to such Class) payable to the order of Exhibit Bsuch Lender for the account of its Applicable Lending Office in an amount equal to (i) in the case of its Note evidencing Tranche A Term Loans or Tranche B Term Loans, with blanks appropriately completed the aggregate principal amount of Term Loans of such Class made by such Lender (or its predecessor in conformity herewith interest) on the Effective Date, or (eachii) in the case of its Note evidencing Revolving Loans, a “Note”)the aggregate Commitment of such Lender of such Class. (b) Each Lender will note on may, by notice to the Borrower and the Agent, request that its internal records Loans of a particular Type and Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto applicable to the relevant Class with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the "Note" or "Notes" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Note or Notes pursuant to Section 3.01(b), the Agent shall mail such Note or Notes to such Lender. Each Lender shall record the date and amount of each Term Loan made by it and the date and amount of each payment in of principal made by the Borrower with respect thereof thereto, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any -------- Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Term Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (the “Swingline Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant Notes, each of which shall be payable to Section 13.04 and shall, if requested by the order of each Bank for the account of its Applicable Lending Office in an amount equal to each such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)Bank's Commitment. (b) Each Lender will note on Bank may, by notice to the Borrower and the Lead Agent, request that its internal records Loans of a particular type, including Swing Loans, be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Each such Note shall be in substantially the form of Exhibit A-1 ----------- hereto with respect to the Swing Lender and Exhibit A-2 hereto and with respect ----------- to any other Bank, with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the "Note" of such Bank shall be deemed to refer to and include any or all of ---- such Notes, as the context may require. (c) Upon receipt of each Term Bank's Note pursuant to Section 3.1(a), the Lead Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation -------- or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent schedule as and when required. (d) There shall be no more than seven (7) Euro-Dollar Borrowings outstanding at any conflict arises between the records maintained one time pursuant to this Section and the Register, the Register shall controlAgreement. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered single Note made by the Borrower substantially in or any Qualified Borrower payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower or the applicable Qualified Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower or applicable Qualified Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower and each Qualified Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in any way affect be due and payable, together with accrued interest thereon, on the security earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or guarantees therefor provided pursuant to (ii) the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans Maturity Date. (f) There shall in be no event be required to make the notations otherwise described more than fifteen (15) (twenty (20) in the preceding clause event Borrower exercises its option to increase the Commitments under Section 2.1(b)) Euro-Dollar Groups of Loans and Money Market Loans outstanding at any one time, of which, no more than five (b). At any time when any Lender requests the delivery 5) Euro-Dollar Groups of a Note to evidence any Loans may be Alternate Currency Loans with Interest Periods of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansless than one (1) month.

Notes. (a) Xxxxxxxx’s obligation The Committed Loans shall be evidenced by promissory notes of the Borrower substantially in the form of Exhibit A hereto, with appropriate insertions, payable to pay the principal oforder of the Lenders, dated as of the date hereof, and interest on, for each Lender in the Term Loans face amount of such Lender's Commitment (the "Committed Loan Notes"). The Competitive Bid Loan made by each Lender shall be evidenced in by promissory notes of the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallBorrower, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BB hereto, with blanks appropriately completed appropriate insertions, payable to the order of such Lender, dated as of the date hereof and in conformity herewith the face amount of the Total Commitment (each, a “Note”the "Competitive Bid Loan Notes"). (b) . Each Lender will note on its internal records is hereby authorized to record the date and amount of Committed Loans it makes and the date and amount of each Term payment of principal and interest thereon on a schedule annexed to its Committed Loan Note or maintained in connection therewith. Each Lender is hereby authorized to record the date and amount of each Competitive Bid Loan made by it such Lender, the maturity date thereof, the date and amount of each payment of principal and interest thereon and the interest rate with respect thereto on a schedule annexed to its Competitive Bid Loan Note or maintained in respect thereof and prior to connection therewith. Any such recordation by any transfer Lender shall constitute prima facie evidence of any the accuracy of its Notes will endorse on the reverse side thereof information so recorded; provided, however, that the outstanding principal amount of Term Loans evidenced thereby. Failure failure to make any such notation recordation or any error in any such notation recordation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower to pay hereunder, under the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with Committed Loan Notes, or under the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansCompetitive Bid Loan Notes.

Notes. Promptly following the request of any Lender or the Swing Line Lender, the Borrowers will execute and deliver to such Lender or the Swing Line Lender, as the case may be, (ai) Xxxxxxxxa Revolving Facility Note with blanks appropriately completed in conformity herewith to evidence such Borrower’s obligation to pay the principal of, and interest on, the Term Revolving Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested them by such XxxxxxLender, also be evidenced by (ii) a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, Term Note with blanks appropriately completed in conformity herewith (eachto evidence its obligation to pay the principal of, a “Note”). (b) Each Lender will note on its internal records and interest on, the amount of each Term Loan made to them by it such Lender, and each payment (iii) a Swing Line Note with blanks appropriately completed in respect thereof conformity herewith to evidence the Borrowers’ obligation to pay the principal of, and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerinterest on, the Register shall control. (c) Notwithstanding anything Swing Loans made to them by the contrary contained above in this Section 2.05 or elsewhere in this AgreementSwing Line Lender; provided, Notes shall only be delivered to Lenders however, that at any time specifically request the delivery of such Notes. No failure decision of any Lender or the Swing Line Lender to not request or obtain a Note evidencing its Term shall in no way detract from the Borrowers’ obligation to repay the Loans and other amounts owing by the Borrowers to Borrower shall affect such Lender or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this AgreementSwing Line Lender, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Loan Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and Loan shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, F with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the participation of such Lender in the Loan on the date of issuance thereof, (iv) mature on the Final Payment Date, (v) bear interest as provided in Clause 7 (Interest), (vi) be subject to voluntary prepayment and mandatory repayment as provided in Section 4 (Repayment and Prepayment) and (vii) be entitled to the benefits of this Agreement and the other Finance Documents. (c) Each Lender will note on its internal records the amount of each Term its participation in the Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Note, endorse on the reverse side thereof the outstanding principal amount of Term Loans its participation in the Loan 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 Loans. For the avoidance of doubt, to the extent Loan or any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlportion thereof. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 Clause 4.1 or elsewhere in this Agreement, Notes a Note shall only be delivered only to Lenders a Lender that at any time specifically request requests the delivery of such NotesNote. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower participation in the Loan shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans Loan or any portion thereof (and all related Obligationsobligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Finance Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans participation in the Loan shall in no event be required to make the notations otherwise described in the preceding clause paragraph (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loansparticipation in the Loan, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount provided that, in the case of a substitute or amounts replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to evidence the Borrower and such Term Loansrequesting Lender, and duly executed by such requesting Lender. (e) On the Effective Date or as soon thereafter as practicable, the Original Lender shall surrender any promissory note made by the Borrower to the Original Lender; provided that the Original Lender may request a Note in accordance with the preceding provisions of this Clause 4.1 (Notes).

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note” and, collectively, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay repay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various any Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b)Document. At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall reasonably promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 14.15 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower. To the extent requested by any Lender, the Borrower shall execute and deliver to such Lender an Initial Note dated the Initial Borrowing Date, substantially in the form of Exhibit BB-1 hereto to evidence the Initial Loans made by such Lender to Borrower and with appropriate insertions (the “Initial Notes”). Unless converted to an Exchange Note or if the conditions to extension specified in Section 2.01(b) were not satisfied on the Initial Maturity Date (in which case the Initial Notes shall mature and be payable in cash on such date) and to the extent requested by any Lender, the Borrower shall execute and deliver to such Lender an Extended Note dated the Initial Maturity Date substantially in the form of Exhibit B-2 hereto to evidence the Extended Loan made on such date, in the principal amount of the Initial Notes of Borrower held by such Lender on such date and with blanks appropriately completed in conformity herewith other appropriate insertions (eachcollectively, a the “NoteExtended Notes” and, together with the Initial Notes, the “Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Bridge Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.16(b)(iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (i) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender to each Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by single Note of such Borrower substantially payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to the form aggregate unpaid principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender's Loans. (b) Each Lender will note on may, by notice to either Borrower and the Agent, request that its internal records Loans of a particular Type or Class to such Borrower be evidenced by a separate Note in an amount equal to the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of Term such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans evidenced therebyof the relevant Type or Class. Failure Each reference in this Agreement to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the "Note" of such Term Loans. For Lender shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon receipt of each Lender's Notes pursuant to Section 3.01, the contrary contained above Agent shall forward such Notes to such Lender. Each Lender shall record the date, amount, Type and Class of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Lender so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note of either Borrower, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of either Borrower hereunder or under the Notes or any other Loan Document. Each Lender is hereby irrevocably authorized by each Borrower so to pay the Term Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements to attach to and make a part of this Agreement, any Note a continuation of any such schedule as and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans made The Borrowings funded by each Lender shall be evidenced by one or more accounts or records maintained by such Lender (or its Funding Agent) and by Administrative Agent in the Register in the ordinary course of business. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of such Borrower Party hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender (or its Funding Agent, if applicable) and the accounts and records of Administrative Agent pursuant in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error. (b) Any Funding Agent, on behalf of any Lender member of its Lender Group, may request that the Loans to Section 13.04 and be made by such Lender Group to the Borrower shall be evidenced by promissory notes. Qualified Borrower obligations shall not be evidenced by separate promissory notes. If so requested, the Borrower shall issue such Notes. Each such Note shall: (a) be payable to the Funding Agent for such Lender Group or such other administrator or trustee for the Lender member of such Lender Group as such Funding Agent may designate (or, if requested by such XxxxxxFunding Agent, also to such Funding Agent and its registered assigns); (b) bear interest in accordance with the provisions hereof; (c) be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, attached hereto (with blanks appropriately completed in conformity herewith herewith); and (each, a “Note”). (bd) Each Lender will note on its internal records the amount of each Term Loan be made by it and each payment in respect thereof and prior the Borrower. The Borrower agrees, from time to any transfer time, upon the request of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation Administrative Agent or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubtapplicable Funding Agent, to the extent any conflict arises between the records maintained pursuant to this Section and the Registerreissue new Notes, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms and in the form heretofore provided, to any Committed Lender or Conduit Lender and to any Assignee of this Agreementsuch Lender in accordance with Section 13.12, in substitution for the Notes previously issued by the Borrower to the Funding Agent or other party, as appropriate and in accordance herewith for the affected Lender, and such previously issued Notes shall not in any way affect the security or guarantees therefor provided pursuant be returned to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansmarked “cancelled”.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “ Notes”). (b) Each Note shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender that has requested a Note and be dated the Effective Date (or, in the case of Notes issued after the Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the Commitment of such Lender and be payable in the principal amount of the Base Rate Loans and/or Eurodollar Loans, as the case may be, evidenced thereby, (iv) mature on the Maturity Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans and/or Eurodollar Loans as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 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 each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 1.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) XxxxxxxxEach Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such XxxxxxLender, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.. 49

Notes. (a) Xxxxxxxx’s The Borrowers' obligation to pay the principal of, and interest on, the Term Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 10.15 and shall, if requested by such XxxxxxLender as provided below, also be evidenced by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit BH, with blanks appropriately completed in conformity herewith (eacheach a "Note" and, a “Note”collectively, the "Notes"). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by the Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Class of Loan made by such Lender and be payable in the outstanding principal amount of the Loan evidenced thereby, (iv) mature on the Maturity Date or Incremental Maturity Date, as applicable, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 4.01 and 4.02 and (vii) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its internal records the amount of the Loan of each Term Loan Class made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes a Note pursuant to Section 10.15, will endorse on the reverse side thereof the outstanding principal amount of Term Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect Borrower’s the Borrowers' obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers of any Class shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Loan Document Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term LoansLoans of any Class, Borrower the Borrowers shall (at its expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s The Company's obligation to pay the principal of, and interest on, all the Loans made by each Bank shall be evidenced by a promissory note (each a "Note" and collectively the "Notes) duly executed and delivered by the Company substantially in the form of Exhibit A1 hereto with blanks appropriately completed in conformity herewith. The Note issued to each Bank shall (i) be payable to the order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Loans evidenced thereby, (iii) mature on the expiration of the Interest Period applicable to each Loan evidenced thereby, (iv) bear interest as provided in the appropriate clauses of Section 2.07 in respect of the Prime Rate Loans, the CD Rate Loans and the Eurodollar Loans, as the case may be, evidenced thereby and (v) be entitled to the benefits of this Agreement. Each Bank shall maintain internal records showing each Loan made by it hereunder and each principal payment thereon with such information available to the Company as the Company may from time to time request. (b) Although each Note shall be dated the Effective Date, interest in respect thereof shall be payable only for the periods during which Loans are outstanding thereunder. In addition, although the stated amount of each Note shall be equal to each Bank's Commitment, such Note shall be enforceable with respect to the Company's obligation to pay the principal amount thereof only to the extent of the unpaid principal amount of the Loans outstanding thereunder at the time such enforcement shall be sought. (c) The Company's obligation to pay principal of, and interest on, all the Term Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note (each a "term Note" and collectively the "Term Notes") duly executed and delivered by Borrower the Company to each Bank at the Expiry Date of the Revolver Period, and substantially in the form of Exhibit B, A2 attached hereto with blanks appropriately completed in conformity herewith herewith. The Term Note issued to each Bank shall (eachi) be payable to the order of such Bank and dated as of the Revolving Period Expiry Date, (ii) be in a “Note”stated principal amount equal to such Bank's pro-rata share of all outstanding Term Loans of any Type and be payable in the principal amount of the Term Loans evidenced thereby (subject at all times to the payment schedule set forth in Section 2.12 of the Agreement). , (biii) bear interest and provide for Roll-Over borrowings as stated in the appropriate clauses of Sections 2.07 and 2.12 in respect of the Prime Rate Loans, CD Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, and (iv) be entitled to the benefits of this Agreement. Each Lender will note on its Bank shall maintain internal records the amount of showing each Term Loan made by it hereunder and each payment in respect thereof term Loan Repayment thereon, and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, information available to the extent any conflict arises between Company as the records maintained pursuant Company may from time to this Section and the Register, the Register shall controltime request. (cd) Notwithstanding anything to Each Term Note shall be dated as of the contrary contained above Revolving Period Expiry Date, interest in this Section 2.05 or elsewhere in this Agreement, Notes respect thereto shall be payable only be delivered to Lenders that at any time specifically request for the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its periods during which Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.are outstanding

Notes. (a) Xxxxxxxx’s obligation Each Lender's Term Loans and Revolving ------ Loans shall be evidenced by a separate Note (in the form applicable to pay such Class) payable to the principal of, and interest onorder of such Lender for the account of its Applicable Lending Office in an amount equal to (i) in the case of its Note evidencing Term Loans, the aggregate principal amount of Term Loans made by each such Lender shall be evidenced (or its predecessor in interest) on the Effective Date, or (ii) in the Register maintained by case of its Note evidencing Revolving Loans, the Administrative Agent pursuant to Section 13.04 and shall, if requested by aggregate Commitment of such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form Lender of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Class. (b) Each Lender will note on may, by notice to the Borrower and the Agent, request that its internal records Loans of a particular Type and Class be evidenced by a separate Note. Each such Note shall be in substantially the form of Exhibit A hereto applicable to the relevant Class with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type. Each reference in this Agreement to the "Note" or "Notes" of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Lender's Note or Notes pursuant to Section 3.01(b), the Agent shall mail such Note or Notes to such Lender. Each Lender shall record the date and amount of each Term Loan made by it and the date and amount of each payment in of principal made by the Borrower with respect thereof thereto, and prior to any transfer of any of its Notes will shall endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any -------- Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Term Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained The determination of a Class Interest Rate by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation Indenture Trustee or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided other Person pursuant to the various Credit Documentsprovisions of the applicable Section of this Article II shall be conclusive and binding on the Noteholders of the Class of Series 1997-2 Notes to which such Class Interest Rate applies, and the Issuer and the Indenture Trustee may rely thereon for all purposes. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in In no event be required to make shall the notations otherwise described in cumulative amount of interest paid or payable on a Class of Series 1997-2 Notes (including interest calculated as provided herein, plus any other amounts that constitute interest on the preceding clause (b). At any time when any Lender requests the delivery Series 1997-2 Notes of a Note to evidence any of its Term Loanssuch Class under applicable law, Borrower shall promptly execute and deliver which are contracted for, charged, reserved, taken or received pursuant to the respective Lender Series 1997-2 Notes of such Class or related documents) calculated from the requested Note date of issuance of the Series 1997-2 Notes of such Class through any subsequent day during the term of the Series 1997-2 Notes of such Class or otherwise prior to payment in full of the appropriate Series 1997-2 Notes of such Class exceed the amount permitted by applicable law. If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Series 1997-2 Notes of such Class or related documents or otherwise contracted for, charged, reserved, taken or received in connection with the Series 1997-2 Notes of such Class, or if the acceleration of the maturity of the Series 1997-2 Notes of such Class results in payment to or receipt by the Noteholder or any former Noteholder of the Series 1997-2 Notes of such Class of any interest in excess of that permitted by applicable law, then, notwithstanding any provision of the Series 1997-2 Notes of such Class or related documents to the contrary, all excess amounts theretofore paid or received with respect to evidence the Series 1997-2 Notes of such Term LoansClass shall be credited on the principal balance of the Series 1997-2 Notes of such Class (or, if the Series 1997-2 Notes of such Class have been paid or would thereby be paid in full, refunded by the recipient thereof), and the provisions of the Series 1997-2 Notes of such Class and related documents shall automatically and immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the Series 1997-2 Notes of such Class and under the related documents.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such XxxxxxLender, also be evidenced by (i) in the case of B Term Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “B Term Note”) and (ii) in the case of C Term Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each, a “C Term Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s The Borrower's obligation to pay repay the principal of, and interest on, the Term Loans made to it by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed (each, a "Note" and delivered by Borrower collectively, the "Notes"), substantially in the form of Exhibit BA-1, with blanks appropriately completed in conformity herewith therewith and payable to the order of such Lender. The Borrower's obligation to repay the Swing-Line Loans made to it by the Swing-Line Lender shall be evidenced by a promissory note (eacheach a "Swing-Line Loan Note"), a “Note”). (b) substantially in the form of Exhibit A-2, with blanks appropriately completed in conformity therewith and payable to the order of the Swing-Line Lender. Each Lender will note shall, and is hereby authorized by the Borrower to, endorse on its the schedule attached to the applicable Note or Swing-Line Note delivered to such Lender (or on a continuation of such schedule attached to such Note or Swing-Line Note and made a part thereof), or otherwise to record in such Lender's internal records records, an appropriate notation evidencing the date and amount of each Term Loan made by it and from such Lender, whether such Loan is a Tranche A Loan, Tranche B Loan or the Swing-Line Loan (if applicable), the Type of such Loan, each payment in respect thereof and prior to any transfer prepayment of principal of any such Loan, each payment of its Notes will endorse interest on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or Loan, applicable interest rates and LIBOR Interest Periods, if any, and other information with respect thereto, and any error in such notation shall not affect Borrower’s obligations in respect recordation shall, absent manifest error, constitute prima facie evidence of such Term Loans. For the avoidance accuracy of doubt, to the extent any conflict arises between information so recorded; provided that the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make such a notation or obtain a Note evidencing any error therein shall not affect the Obligations of the Borrower, including its Term Obligation to repay the Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred made by Borrower which would otherwise be evidenced thereby such Lender in accordance with the requirements terms of this Agreement, Agreement and shall not in any way affect the security applicable Notes or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansSwing-Line Note.

Notes. (a) Xxxxxxxx’s The Borrowers’ obligation to pay the principal of, and interest on, the Term Loans of any Class made by each Lender shall be joint and several and shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 10.15 and shall, if requested by such XxxxxxLender as provided below, also be evidenced by a promissory note duly executed and delivered by Borrower the Borrowers substantially in the form of Exhibit BH-1 or Exhibit H-2, as applicable, with blanks appropriately completed in conformity herewith (each, each a “Note” and, collectively, the “Notes”). (b) The Note issued to each Lender that has made a Loan shall (i) be executed by the Borrowers, (ii) be payable to such Lender or its registered assigns and be dated the Effective Date, (iii) be in a stated principal amount equal to the Class of Loan made by such Lender and be payable in the outstanding principal amount of the Loan evidenced thereby, (iv) mature on the applicable Maturity Date, (v) bear interest as provided in Section 2.06, (vi) be subject to voluntary prepayment and mandatory repayment as provided herein, and (vii) be entitled to the benefits of this Agreement and the other Loan Documents. (c) Each Lender will note on its internal records the amount of the Loan of each Term Loan Class made by it and each payment in respect thereof and and, prior to any transfer the surrender of any of its Notes a Note pursuant to Section 10.15, will endorse record on the reverse side thereof the outstanding principal amount of Term Loans of such Class evidenced thereby. Failure to make any such notation or any error in such notation or endorsement shall not affect Borrower’s the Borrowers’ obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cd) Notwithstanding anything to the contrary contained above in this Section 2.05 2.04 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower the Borrowers of any Class shall affect or in any manner impair the obligations of Borrower the Borrowers to pay the Term Loans (and all related Loan Document Obligations) incurred by Borrower the Borrowers which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Loan Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Term LoansLoans of any Class, Borrower the Borrowers shall (at their expense) promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s The Borrower's obligation to pay the principal of, and interest on, all the Term Loans made by each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B, B with blanks appropriately completed in conformity herewith (each, a “"Note”" and, collectively, the "Notes"). . The Note issued to each Bank shall (bi) be payable to the order of such Bank and be dated the Effective Date, (ii) be in a stated principal amount equal to the Commitment of such Bank and be payable in the principal amount of the Loans evidenced thereby, (iii) mature, with respect to each Loan evidenced thereby, on the Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 2.09 in respect of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced thereby and (v) be entitled to the benefits of this Agreement and each of the other Loan Documents. Each Lender Bank will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s 's obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cb) Notwithstanding anything Upon receipt of an affidavit of an officer of a Bank as to the contrary contained above loss, theft, destruction or mutilation of any Note or any other security document which is not of public record, and, in this Section 2.05 the case of any such loss, theft, destruction or elsewhere in this Agreementmutilation, Notes shall only be delivered to Lenders that at any time specifically request the delivery upon surrender and cancellation of such Notes. No failure of any Lender to request Note or obtain other security document, the Borrower will issue, in lieu thereof, a replacement Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the other security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described document in the preceding clause (b). At any time when any Lender requests the delivery same principal amount thereof and otherwise of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanslike tenor.

Notes. (a) Xxxxxxxx’s obligation Subject to pay the terms and conditions of this Agreement, each Noteholder severally agrees to make advances to the Company (each and "ADVANCE") during the period from the date hereof through June 30, 1998 (the "COMMITMENT PERIOD") in an aggregate amount not exceeding the principal ofamount specified opposite such Noteholder's name in SCHEDULE A (such amount, and interest onas it may be reduced or terminated pursuant to this Agreement, is herein referred to as such Noteholder's "COMMITMENT"). Each funding of Advances shall be made on the Term Loans same date ratably by the Noteholders. The Advances made by each Lender Noteholder shall be evidenced in the Register maintained by the Administrative Agent Note issued to such Noteholder. Within the limits set forth herein and subject to the terms and conditions of this Agreement, the Company may borrow, repay pursuant to Section 13.04 SECTION 7.03, prepay pursuant to SECTION 7.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)reborrow under this ARTICLE II. (b) The Company will authorize the issue and sale of $3,000,000 aggregate principal amount of its 12% Senior Secured General Obligation Notes (the "NOTES"). Subject to the terms and conditions of this Agreement, at the Closing provided for in ARTICLE III, the Company will issue to each Noteholder a Note in the principal amount of such Noteholder's Commitment. The Notes shall be substantially in the form set out in EXHIBIT 2.01, with such changes therefrom, if any, as may be approved by the Noteholders and the Company. Each Lender Noteholder will note on its internal records records, to the extent applicable, the date and amount of each Advance made by such Noteholder to the Company hereunder, and the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Term Loans Advances evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Company's obligations in respect of such Term LoansAdvance. For the avoidance of doubtAbsent manifest error, any Noteholder's records or notations on its Note as to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register outstanding principal amount of its Advances shall controlbe conclusive. (c) Notwithstanding anything any other term hereof, no Advance shall be made if after giving effect to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery making of such Notes. No failure Advance the aggregate of any Lender to request or obtain amount of Advances outstanding would exceed the Total Commitment. (d) If a Note evidencing its Term Loans to Borrower Change of Control shall affect or in any manner impair occur, the obligations Commitment of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and each Noteholder shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansautomatically terminate.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay repay the principal of, and interest on, the Term Loans made by of each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender for the account of its Applicable Lending Office. (b) Each Lender will note on may, by notice to the Borrower and the Administrative Agent, request that its internal records Base Rate Loans, its Euro-Dollar Loans or its Money Market Loans be evidenced by a separate Note. Each such Note shall be substantially in the amount form of Exhibit A hereto, with appropriate modifications to reflect the fact that it evidences solely the relevant type of Loans. Each reference in this Agreement to a “Note” or the “Notes” of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Lender’s Note pursuant to Section 3.01(b), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount and type of each Loan made by it and the date and amount of each payment of principal made with respect thereto, and may, if such Lender so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount of Term Loans foregoing information with respect to each such Loan evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For thereby then outstanding; provided that the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower under this Agreement or the Notes. Each Lender is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Note and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, to attach to and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have make a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any part of its Term Loans, Borrower shall promptly execute Note a continuation of any such schedule as and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loanswhen required.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Revolving Credit Loans (other than Regis- tered Loans) made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a single promissory note duly executed and delivered by Borrower of the Company substantially in the form of Exhibit BA-1 hereto, with blanks appropriately completed dated the date hereof, payable to such Lender in conformity herewith (each, a “Note”)principal amount equal to the amount of its Revolv- ing Credit Commitment as originally in effect and otherwise duly completed. (b) Each The Facility A Term Loans (other than Registered Loans) made by each Lender will shall be evidenced by a single prom- issory note on its internal records of the Company substantially in the form of Exhibit A-2 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of each its Facility A Term Loan Commitment as originally in effect and otherwise duly com- pleted. (c) The Facility B Term Loans (other than Registered Loans) made by it each Lender shall be evidenced by a single prom- issory note of the Company substantially in the form of Exhibit A-3 hereto, dated the date hereof, payable to such Lender in a principal amount equal to the amount of its Facility B Term Loan Commitment as originally in effect and otherwise duly com- pleted. (d) The date, amount, Type, interest rate and dura- tion of Interest Period (if applicable) of each Loan of each Class made by each Lender to the Company, and each payment in respect thereof and made on account of the principal thereof, shall be recorded by such Lender on its books and, prior to any transfer of any Note evi- dencing the Loans of its Notes will endorse such Class held by it, endorsed by such Lender on the reverse side thereof schedule attached to such Note or any continua- tion thereof; provided that the outstanding principal amount failure of Term Loans evidenced thereby. Failure such Lender to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s obligations the obli- gations of the Company to make a payment when due of any amount owing hereunder or under such Note in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (ce) No Lender shall be entitled to have its Notes substituted or exchanged for any reason, or subdivided for promissory notes of lesser denominations, except in connection with a permitted assignment of all or any portion of such Lender's relevant Commitment, Loans and Notes pursuant to Sec- tion 12.06 hereof and except as provided in Section 2.07(f) hereof (and, if requested by any Lender, the Company agrees to so exchange any Note). Credit Agreement (f) Notwithstanding anything the foregoing, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code may request the Company (through the Administrative Agent), and the Company agrees thereupon, to record on the Register referred to in Section 12.06(g) hereof any Loans of any Class held by such Lender un- der this Agreement. Loans recorded on the Register ("Regis- tered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registra- tion of any Loan, any promissory note (other than a Registered Note) evidencing the same shall be null and void and shall be returned to the contrary contained above in this Section 2.05 or elsewhere in this AgreementCompany. The Company agrees, Notes shall only be delivered to Lenders that at any time specifically the request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair that is the obligations holder of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Registered Loans, Borrower shall promptly to execute and deliver to the respective such Lender the requested Note a promissory note in the appropriate amount or amounts registered form to evidence such Term LoansRegistered Loans (i.e., containing the op- tional registered note language as indicated in Exhibit A-1 or A-2 hereto, as the case may be) and registered as provided in Section 12.06(g) hereof (herein, a "Registered Note"), dated the date hereof, payable to such Lender and otherwise duly com- pleted. A Loan once recorded on the Register may not be re- moved from the Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans and Commitments made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such XxxxxxLender, also be evidenced by a (i) in the case of Term Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each a “Term Note” and collectively, the “Term Notes”) and (ii) in the case of Revolving Loans and Revolving Loan Commitments, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term Loans and/or Commitments 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlLoans and/or Commitments. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans and/or Commitments to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans and/or Commitments shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term LoansLoans and/or Commitments, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansLoans and/or Commitments; provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. To further evidence its obligation to repay the Loan, with interest accrued thereon, at the request of IDB, the Borrowers shall issue and deliver to IDB, on each Disbursement Date and prior to each Disbursement pagarés subject to Argentine law substantially in the form of Exhibit 8 (aForm of A Loan Promissory Note) Xxxxxxxx’s and Exhibit 9 (Form of B Loan Promissory Note) (collectively, the Notes) in respect of each of the A Loan Disbursement and the B Loan Disbursement, respectively. The Notes shall be valid and enforceable as to their principal amount to the extent of the aggregate amounts disbursed and then outstanding hereunder and, as to interest, to the extent of the interest accrued thereon in accordance with the terms of this Agreement. The Borrowers’ obligation to pay the principal of, and interest on, the Term Loans made by each Lender Loan shall be evidenced in by (i) Notes evidencing principal as provided below (which at IDB’s request at any time after the Register maintained third anniversary of the issuance thereof shall be replaced by newly issued Notes for the then outstanding principal amount of the Loans evidenced by the Administrative Agent pursuant to Section 13.04 newly issued Notes), and shall(ii) Notes evidencing interest on such Loan (for each applicable Interest Period), if requested by such Xxxxxx, also be evidenced by a promissory note in each case duly executed and delivered by the Borrowers. The Borrower substantially shall execute Notes after the Acceptance Date and as a condition of the Effective Date in replacement of the Notes evidencing the principal of the A Loan as of the Acceptance Date with Notes reflecting the amended terms of the A Loan which will be effective as of the Effective Date, provided that, with respect to the Notes evidencing the principal of the A Loan to be executed in the form Province of Exhibit BSanta Fe, with blanks appropriately completed the Borrower shall only be required to execute such replacement Notes not more than 30 days prior to the expiry of the existing Notes which were executed in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount Province of each Term Loan made by it Santa Fe and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced therebythe A Loan outstanding on such date only, and the Borrower agrees that it will ensure that such Notes are issued by such date. Failure Each Note shall (i) be non-negotiable (“no a la orden”), payable on demand (“a la vista”) to make any such notation or any error the order of IDB, (ii) in such notation shall not affect Borrower’s obligations the case of Notes evidencing principal, be dated the date of the relevant Disbursement Date, and in the case of Notes evidencing interest, be dated the first date of the relevant Interest Period, (iii) in the case of Notes evidencing principal, be in an amount equal to the amount to be disbursed, and in the case of each Note evidencing interest, be in a stated amount equal to all accrued and unpaid interest hereunder in respect of such Term LoansLoan from the date of such Note plus all interest that will accrue in respect of such Loan during the Interest Period covered by such Note, (iv) bear default interest as provided in Section 3.12, and (v) be signed by a duly authorized representative on behalf of each Borrower, and such signature and the capacity of each such representative shall be certified by an Argentine notary public. For Upon repayment in full of the avoidance principal of doubtthe Loan, IDB shall return the Note that reflects that such principal has been paid, to the Borrowers marked “cancelled”. On the first Business Day of each Interest Period after the initial Interest Period applicable to a Loan, the Borrowers shall execute and deliver to IDB a Note evidencing interest payable hereunder in respect of the Interest Period for such Loan covered by such Note, appropriately completed to include the information specified in this Section, which Note shall, to the extent that the Borrowers have paid all interest accrued during the preceding Interest Period, replace the Note then in existence evidencing such interest. Upon the receipt of such new Note, IDB shall return the Note which has been replaced to one or more of the Borrowers marked “cancelled”; provided, however, that if the Borrowers fail to replace such Note evidencing interest but nonetheless pay all interest accrued during the preceding Interest Period, IDB shall be entitled to retain such Note and, if applicable, claim the amount of interest that may accrue in the following Interest Period. Neither the execution, delivery, participation or assignment of any conflict arises between Note, or the records maintained pursuant commencement of any procedure (whether out-of-court or in court) or exercise of any remedy in connection with any Note, nor the total or partial collection of any Note shall be deemed to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in be a waiver of any right of IDB under this Agreement, or an amendment of any term or condition of this Agreement, including with respect to the governing law of this Agreement. The rights and claims of IDB under the Notes shall only be delivered to Lenders not replace or supersede any rights and claims of IDB under this Agreement; provided, however, that at any time specifically request the delivery of such Notes. No failure payment of any Lender to request or obtain a part of the principal of any such Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements terms of this AgreementAgreement shall, to the extent that such payment would discharge the Borrowers’ obligations under this Agreement in respect of the payment of the principal or interest of the Loan evidenced by such Note, discharge such obligation pro tanto. Upon receipt by the Borrowers of a certificate of IDB certifying as to, and shall not in any way affect the security or guarantees therefor provided pursuant indemnities from IDB satisfactory to the various Credit Documents. Any Lender that does not have Borrowers in respect of any claim, loss or expense arising out of, the loss, theft, destruction or mutilation of any Note, the Borrowers shall execute and deliver in lieu thereof a new Note evidencing its outstanding Term Loans shall in no event be required to make dated the notations otherwise described same date and in the preceding clause same principal amount as the Note so replaced. Notwithstanding discharge in full of any Note, if the amount (b)including, without limitation, default interest) paid or payable to IDB under such Note (whether arising from the enforcement thereof in Argentina or otherwise, including, without limitation, any shortfall of such amount paid in US Dollars caused by the application of Argentine foreign exchange regulations) is less than the amount due and payable to IDB in accordance with this Agreement with respect to the Loans, or any portion thereof, evidenced by such Note, the Borrowers agree, to the fullest extent they may effectively do so, to pay to IDB upon demand the difference. At any time when any Lender requests IDB’s request, each of the delivery of a Note to evidence any of its Term Loans, Borrower Borrowers shall promptly execute and deliver new Notes satisfactory to IDB to substitute for the Notes previously delivered to IDB other than any Note returned by IDB to the respective Lender Borrowers marked “cancelled”, provided that the requested Note Borrowers shall have previously or simultaneously received the Notes in the appropriate amount or amounts to evidence substitution for which IDB requests such Term Loansnew Notes.

Notes. (a) Xxxxxxxx’s Each Borrower's obligation to pay the principal of, and interest on, the Term Revolving Loans made by each Lender Bank to such Borrower shall be evidenced set forth in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.17(b) and shall, if requested by such Xxxxxxany Bank, also be evidenced by a promissory note duly executed and delivered by such Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (eacheach a "Revolving Note" and, a “Note”collectively, the "Revolving Notes"). (b) The Revolving Note issued by each Borrower to each Bank shall (i) be payable to the order of such Bank and be dated the First Restatement Effective Date, (ii) be in a stated principal amount equal to the Revolving Loan Commitment of such Bank and be payable in the principal amount of the outstanding Revolving Loans evidenced thereby, (iii) mature on such Bank's Maturity Date, (iv) bear interest as provided in the appropriate clause of Section 1.09 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (v) be subject to voluntary prepayment as provided in Section 3.01, and mandatory repayment as provided in Section 3.02, and (vi) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender Bank will note on its internal records the amount of each Term Revolving Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Revolving Notes will endorse on the reverse side thereof the outstanding principal amount of Term Revolving Loans evidenced thereby. Failure to make any such notation (or any error in such notation notation) shall not affect any Borrower’s 's obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Revolving Loans.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 13.15 and shall, if requested by such XxxxxxLender, also be evidenced in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BK, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”). Any Revolving Notes or other evidence of indebtedness issued under the Loan Documents need not be presented or surrendered for any payment made by any Agent, and the Agents shall not have any duty or responsibility with respect thereto. (ba) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (cb) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that which at any time specifically request the delivery of such Notes. No failure of any Lender to request request, obtain, maintain or obtain produce a Note evidencing its Term Loans to the Borrower shall affect affect, or in any manner impair impair, the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documentsany Loan Document. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such Xxxxxx, also request that its Loans be evidenced by a promissory note duly executed Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and delivered expense of the Bank requesting such Note. In the event any Loans evidenced by Borrower such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to the Borrower. Each such Note shall be in substantially in the form of Exhibit BG hereto. Upon the execution and delivery of any such Note, with blanks appropriately completed any existing Note payable to such Bank shall be returned to the Borrower and replaced or modified accordingly. Each reference in conformity herewith (each, a this Agreement to the “Note”)” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to The Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. (d) There shall only be delivered to Lenders that no more than ten (10) Euro-Currency Group of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 11.17 and shall, if requested by such XxxxxxLender, also be evidenced by (i) in the case of Initial Term Loans, a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and, collectively, the “Initial Term Notes”) and (ii) in the case of Upsize Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, an “Upsize Note” and, collectively, the “Upsize Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes will Notes, endorse on the reverse side thereof the outstanding principal amount of Term 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 Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered only to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by the Borrower which that would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations on such Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective such Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans, provided that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable to the Borrower and such requesting Lender, and duly executed by such requesting Lender.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in single Note payable to the form order of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank for the account of its Applicable Lending Office. (b) Each Lender will note on Bank may, by notice to the Borrower and the Administrative Agent, request that its internal records Loans of a particular type (including Swingline Loans and Money Market Loans) be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and expense of the Bank requesting such Note. In the event any Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially the form of Exhibit A-2 hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Upon the execution and delivery of any such Note, any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in this Agreement to the “Note” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (c) Upon receipt of each Term Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (cd) Notwithstanding anything to The Committed Loans shall mature, and the contrary contained above in this Section 2.05 or elsewhere in this Agreementprincipal amount thereof shall be due and payable, Notes on the Maturity Date. The Swingline Loans shall only mature, and the principal amount thereof shall be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (due and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby payable, in accordance with the requirements of this AgreementSection 2.18(b) (iii). (e) Each Money Market Loan included in any Money Market Borrowing shall mature, and the principal amount thereof shall not in be due and payable, together with accrued interest thereon, on the earlier to occur of (I) last day of the Interest Period applicable to such Borrowing or (ii) the Maturity Date. (f) There shall be no more than ten (10) Euro-Dollar Groups of Loans outstanding at any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s obligation Each Bank may, by notice to pay the principal of, Borrower and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shallAgent, if requested by such Xxxxxx, also request that each of its Loans be evidenced by a promissory note duly executed Note in an amount equal to the aggregate unpaid principal amount of such Loans. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and delivered expense of the Bank requesting such Note. In the event any Loans evidenced by Borrower such a Note are paid in full prior to the Maturity Date, any such Bank shall return such Note to the Borrower. Each such Note shall be in substantially in the form of Exhibit BD hereto. Upon the execution and delivery of any such Note, with blanks appropriately completed any existing Note payable to such Bank shall be returned to the Borrower and replaced or modified accordingly. Each reference in conformity herewith (each, a this Agreement to the “Note”)” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) Each Lender will note on its internal records Upon receipt of any Bank’s Note pursuant to Section 3.1(a), the amount Administrative Agent shall forward such Note to such Bank. Such Bank shall record the date, amount, currency, type and maturity of each Term Loan made by it and the date and amount of each payment of principal made by the Borrower, with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to each such Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure such Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes There shall only be delivered to Lenders that no more than ten (10) Eurodollar Group of Loans outstanding at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest onIf requested by any Bank, the Term Loans made by each Lender Loan of such Bank shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed single Note made by the Borrower payable to the order of such Bank for the account of its Applicable Lending Office. Any additional costs incurred by the Administrative Agent, the Borrower or the Banks in connection with preparing such a Note shall be at the sole cost and delivered expense of the Bank requesting such Note. In the event any Term Loan evidenced by Borrower such a Note is paid in full prior to the Maturity Date, any such Bank shall return such Note to Borrower. Each such Note shall be in substantially in the form of Exhibit BA hereto. Upon the execution and delivery of any such Note, with blanks appropriately completed any existing Note payable to such Bank shall be replaced or modified accordingly. Each reference in conformity herewith (each, a this Agreement to the “Note”)” of such Bank shall be deemed to refer to and include any or all of such Notes, as the context may require. (b) Upon receipt of each Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Lender will note Bank shall record on its internal Note or in the accounts and records the amount of each Bank, the date, amount, type and maturity of the Term Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in respect thereof and prior to connection with any transfer of any or enforcement of its Notes will Note, endorse on the reverse side thereof appropriate schedule appropriate notations to evidence the outstanding principal amount foregoing information with respect to such Term Loan then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation recordation or any error in such notation endorsement shall not affect Borrower’s the obligations in respect of the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section schedule as and the Register, the Register shall controlwhen required. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding The Term Loans shall in mature, and the principal amount thereof shall be due and payable, on the Maturity Date. (d) There shall be no event be required to make the notations otherwise described in the preceding clause more than five (b). At 5) Groups of Loans which are Euro-Dollar Loans outstanding at any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansone time.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by of each Lender to each Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by single Note of such Borrower substantially payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to the form aggregate unpaid principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Lender's Loans. (b) Each Lender will note on may, by notice to either Borrower and the Agent, request that its internal records Loans of a particular Type or Class to such Borrower be evidenced by a separate Note in an amount equal to the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of Term such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans evidenced therebyof the relevant Type or Class. Failure Each reference in this Agreement to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the "NOTE" of such Term Loans. For Lender shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon receipt of each Lender's Notes pursuant to Section 3.01, the contrary contained above Agent shall forward such Notes to such Lender. Each Lender shall record the date, amount, Type and Class of each Loan made by it to each Borrower and the date and amount of each payment of principal made with respect thereto, and may, if such Lender so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note of either Borrower, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of either Borrower hereunder or under the Notes or any other Loan Document. Each Lender is hereby irrevocably authorized by each Borrower so to pay the Term Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements to attach to and make a part of this Agreement, any Note a continuation of any such schedule as and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.

Notes. (a) XxxxxxxxThe Borrower agrees that, upon the request to the Administrative Agent by any Lender, it will execute and deliver to such Lender, as applicable, a Note evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s obligation to pay Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest onrate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the Term Loans extent not inconsistent with the notations made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of Exhibit B, any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with blanks appropriately completed in conformity herewith (each, a “Note”)Section 13.08. (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each The payment in respect thereof and prior to any transfer of any part of its Notes will endorse on the reverse side thereof principal of any Note shall discharge the outstanding principal amount obligation of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubtBorrower under this Agreement pro tanto, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure payment of any Lender to request or obtain principal of a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby Loan in accordance with the requirements terms hereof shall discharge the obligations of the Borrower under the Notes evidencing such loans pro tanto. Notwithstanding the discharge in full of any Note, (i) if the amount paid or payable under any such Note is less than the amount due and payable in accordance with this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant Agreement with respect to the various Credit Documents. Any Loan evidence by such Note, to the fullest extent permitted under Applicable Law, the Borrower agrees to pay to the Administrative Agent upon demand such difference and (ii) if the amount paid or payable under any Note exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, each Lender that does not have a Note evidencing its outstanding Term Loans shall has received amounts under such Notes in no event be required excess of the amount due to make the notations otherwise described in the preceding clause (b). At any time when any such Lender requests the delivery of a Note to evidence any of its Term Loanshereunder agrees, Borrower shall promptly execute and deliver to the respective Lender fullest extent permitted by Applicable Law, to promptly pay such excess to the requested Note in the appropriate amount or amounts to evidence such Term LoansBorrower upon demand.

Notes. (a) XxxxxxxxSubject to the provisions of the following clause (c), the Borrower’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender to the Borrower shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall(i) if B-1 Term Loans, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit BB-1, with blanks appropriately completed in conformity herewith (each, a “B-1 Term Note” and, collectively, the “B-1 Term Notes”), and (ii) if B-2 Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “B-2 Term Note” and, collectively, the “B-2 Term Notes”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it to the Borrower and each payment in respect thereof and will prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation notation, or any error in such notation notation, shall not affect the Borrower’s obligations in respect of such Term Loans. For Each Lender’s internal records of the avoidance amount of doubt, to the extent any conflict arises between the records maintained pursuant to this Section each Loan made by it and the Register, the Register each payment in respect thereof shall controlbe final and conclusive absent manifest error. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that with Loans of the respective Tranches which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans or to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees guaranties therefor provided pursuant to the various Credit Documents. Any Lender that which does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and The Borrower shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”). (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure Initial Advance Date, execute and deliver a Note to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, each Funding Agent if and to the extent any conflict arises between the records maintained pursuant requested to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of do so by such NotesFunding Agent. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, The Borrower shall promptly execute and deliver a Note to each new Funding Agent that requests a Note after the Closing Date. All Notes (under and as defined in the Original Agreement) delivered by the Borrower on the Original Closing Date shall be returned to the respective Borrower, or its designee, on the Closing Date. (b) The Advances and Yield thereon related to a Funding Group shall at all times (including after assignment pursuant to Section 15.1), to the extent a Note has been requested by a Funding Agent, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable requesting Funding Agent, for the benefit of the Lenders in such Funding Agent’s Funding Group. The Borrower hereby irrevocably authorizes each Funding Agent holding a Note to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at any Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Such notations shall be conclusive and binding for all purposes absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such bank resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) With respect to each Funding Agent that shall not have requested Note a Note, the Funding Agent shall maintain a register pursuant to Section 15.5(a) and a subaccount therein for each Lender in its related Funding Group, in which shall be recorded (i) the appropriate amount of each Advance made by such Lenders hereunder, and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to such Lender hereunder and (iii) both the amount of any sum received by the Funding Agent hereunder from the Borrower and each such Lender’s share thereof. The entries made in such register and the accounts of each such Lender maintained pursuant to subsection (c) of this Section 2.5 shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any such Lender or its Funding Agent to evidence maintain the register or any such Term Loansaccount, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Advances actually made to the Borrower by such Lender in accordance with the terms of this Agreement.

Notes. (a) Xxxxxxxx’s Borrowers’ obligation to pay the principal of, and interest on, the Term DIP Loans made to Borrowers by each DIP Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall13.08(d) and, if requested by such Xxxxxxsubject to the provisions of Section 2.04(c), also shall be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, Note with blanks appropriately completed in conformity herewith (each, a “Note”)herewith. (b) Each Lender will note on its internal records the amount of each Term Loan made by it and each payment in respect thereof and prior The Note issued to any transfer DIP Lender shall (i) be executed by Borrowers, (ii) be payable to such DIP Lender or its registered assigns and be dated as of any the Funding Date of its Notes will endorse on such DIP Loan, (iii) be in a stated principal amount equal to the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the DIP Loan of such Term Loans. For DIP Lender on the avoidance date of doubtthe issuance thereof and be payable in the principal amount of such DIP Loan evidenced thereby from time to time, (iv) mature on the Maturity Date, (v) bear interest as provided for herein, and (vi) be entitled to the extent any conflict arises between the records maintained pursuant to benefits of this Section Agreement and the Register, the Register shall controlother Loan Documents. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be required hereunder and delivered to those DIP Lenders that at any time specifically request the delivery of such Notes. No failure of any DIP Lender to request or obtain a Note evidencing its Term DIP Loans to Borrower Borrowers shall affect or in any manner impair (i) the obligations of Borrower Borrowers to pay the Term DIP Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect (ii) the security or guarantees therefor Collateral provided for the Obligations pursuant to the various Credit Loan Documents. Any , or (iii) any of the rights or remedies of any Agent or any DIP Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b)under any Loan Document. At any time when any DIP Lender requests the delivery of a Note to evidence any of its Term DIP Loans, Borrower Borrowers shall promptly execute and deliver to the respective that DIP Lender the requested Note in the appropriate amount or amounts to evidence such Term DIP Loans.

Notes. (a) Xxxxxxxx’s obligation The Advances, as to pay the principal ofeach Investor, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower single Note substantially in the form of Exhibit BA hereto payable to the order of such Investor or, in the case of any CP Conduit, to the order of the collateral agent (or similar secured party) for its Conduit Support Providers, or a nominee thereof, in an amount equal to such Investor’s initial Commitment and dated the Closing Date. Upon receipt of a Note pursuant to Section 3.1 or in connection with blanks appropriately completed in conformity herewith (eacha purchase by assignment of an Advance, a “Note”). (b) Each Lender will note on its internal records each Investor shall record the date, amount and maturity of each Term Loan Advance made by it and the date and amount of each payment of principal made by the Issuer with respect thereto, and may, if such Investor so elects in respect thereof and prior to connection with any transfer or enforcement of any of its Notes will the Note, endorse on the reverse side schedule forming a part thereof appropriate notations to evidence the outstanding principal amount foregoing information with respect to each Advance of Term Loans evidenced thereby. Failure such Investor then outstanding; provided that the failure of any Investor to make any such notation or any error in such notation endorsement shall not affect Borrowerthe obligations of the Issuer hereunder or under such Investor’s obligations in respect Note. Each Investor is hereby irrevocably authorized by the Issuer to endorse such Investor’s Note and to attach to and make a part of such Term LoansNote a continuation of any such schedule as and when required or necessary. For Notwithstanding the avoidance foregoing, the Investor Agent’s record of doubt, to the extent any conflict arises between the records maintained pursuant to this Section date and amount of each Advance made by an Investor and the Registerdate and amount of each assignment, the Register borrowing, payment and/or repayment of principal thereof shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, be deemed correct absent manifest error. The Notes shall only be delivered to Lenders that executed on behalf of the Issuer by one of the Authorized Officers of the Issuer. The signature of such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were at any time specifically request the Authorized Officers of the Issuer shall bind the Issuer, notwithstanding the fact that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of issuance of such Notes. No failure At any time and from time to time after the execution and delivery of this Note Purchase Agreement, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication and the Trustee, upon Issuer order, shall authenticate and deliver such Notes as provided in this Note Purchase Agreement and not otherwise. Each Note authenticated and delivered by the Trustee to or upon Issuer order on the Closing Date shall be dated as of the Closing Date. All other Notes that are authenticated after the Closing Date for any Lender to request other purpose under this Note Purchase Agreement shall be dated the date of their authentication. Notes issued upon transfer, exchange or obtain a Note evidencing its Term Loans to Borrower replacement of other Notes shall affect or in any manner impair the obligations of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby issued in accordance with Section 12.1 in authorized denominations reflecting the requirements original aggregate principal amount of the Notes so transferred, exchanged or replaced, but shall represent only the current outstanding principal amount of the Notes so transferred, exchanged or replaced. In the event that any Note is divided into more than one Note in accordance with this AgreementSection and/or Section 12.1, the original principal amount of such Note shall be proportionately divided among the Notes delivered in exchange therefor and shall be deemed to be the original aggregate principal amount of such subsequently issued Notes. No Note shall be entitled to any benefit under this Note Purchase agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication, in the form provided for in Exhibit A, executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate upon any Note shall not in any way affect be conclusive evidence, and the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender only evidence, that does not have a such Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute has been duly authenticated and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansdelivered hereunder.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Loans made by each Lender shall be evidenced by separate promissory notes of the Borrower in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit BEXHIBIT A hereto (collectively, the "Notes"), dated the date of this Agreement and completed with blanks appropriately completed appropriate insertions. One Note shall be payable to the order of each Bank in conformity herewith the principal face amount equal to such Bank's Commitment and shall be payable as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made, at or about the time of the Drawdown Date of any Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on such Bank's Record reflecting the making of such Loan or (each, a “Note”). (bas the case may be) Each Lender will note on its internal records the receipt of such payment. The outstanding amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer the Loans set forth on such Bank's Record shall be PRIMA FACIE evidence of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure thereof owing and unpaid to make any such notation Bank, but the failure to record, or any error in so recording, any such notation amount on such Bank's Record shall not limit or otherwise affect Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall control. (c) Notwithstanding anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair the obligations of the Borrower hereunder or under any Note to pay make payments of principal of or interest on any Note when due. By delivery of the Term Loans (Notes, there shall not be deemed to have occurred, and all related Obligations) incurred there has not otherwise occurred, any payment, satisfaction or novation of the indebtedness evidenced by Borrower the "Notes" as defined in the Original Credit Agreement, which would otherwise be indebtedness is instead allocated among the Banks as of the date hereof and evidenced thereby by the Notes in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the their respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansCommitment Percentages.

Notes. (a) Xxxxxxxx’s obligation to pay Any Bank Party may request that the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by and/or L/C Borrowings of such Xxxxxx, also Bank be evidenced by a promissory note duly executed and delivered by Borrower substantially single Note payable to the order of such Bank Party for the account of its Applicable Lending Office in an amount equal to the form aggregate unpaid principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank Party’s Loans and/or L/C Borrowings. (b) Each Lender will note on Bank Party that has requested that its internal records Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by a separate Note in an amount of each Term Loan made by it and each payment in respect thereof and prior equal to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of Term such Loans evidenced therebyand/or L/C Borrowings. Failure Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to make any such notation or any error reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in such notation shall not affect Borrower’s obligations in respect this Agreement to the “Note” of such Term Loans. For Bank Party shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon the Administrative Agent’s receipt of each Note that was requested by a Bank Party pursuant to Section 3.01(b), the contrary contained above Administrative Agent shall forward such Note to such Bank Party. Each Bank Party shall record the date, amount, type and maturity of each Loan and/or L/C Borrowings made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank Party so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan and/or L/C Borrowings then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender Bank Party to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of the Borrower hereunder or under the Notes. Each Bank Party is hereby irrevocably authorized by the Borrower so to pay endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required. (d) Any Note evidencing a Loan (as such term is defined in the Term Loans (and all related ObligationsExisting Credit Agreement) incurred by Borrower which would otherwise made prior to the Amendment Effective Date may be evidenced thereby in accordance with exchanged upon request of the requirements of this Agreementrelevant Bank, made through the Administrative Agent, and shall not in any way affect the security or guarantees therefor provided pursuant simultaneous surrender of such Note to the various Credit Documents. Any Lender that does not have a Note Borrower through the Administrative Agent in exchange for one or more new Notes evidencing its outstanding Term the 2017 Loans shall in no event be required to make and the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term 2018 Loans, Borrower shall promptly execute and deliver to respectively, outstanding hereunder, if any, as of the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term LoansAmendment Effective Date.

Notes. (a) Xxxxxxxx’s obligation Subject to pay the terms and conditions of this Agreement, each Noteholder severally agrees to make advances to the Company (each an "Advance") during the period from the date hereof through June 30, 1998 (the "Commitment Period") in an aggregate amount not exceeding the principal ofamount specified opposite such Noteholder's name in Schedule A (such amount, and interest onas it may be reduced or terminated pursuant to this Agreement, is herein referred to as such Noteholder's "Commitment"). Each funding of Advances shall be made on the Term Loans same dare ratably be the Noteholders. The Advances made by each Lender Noteholder shall be evidenced in the Register maintained by the Administrative Agent Note issued to such Noteholder. Within the limits set forth herein and subject to the terms and conditions of this Agreement, the Company may borrow, repay pursuant to Section 13.04 7.03, prepay pursuant to Section 7.04 and shall, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)reborrow under this Article II. (b) The Company will authorize the issue and sale of $5,500,00 aggregate principal amount of its Amended and Restated 12% Senior Secured General Obligation Notes (the "Notes"). Subject to the terms and conditions of this Agreement, at the Closing provided for in Article III, the Company will issue to each Noteholder a Note in the principal amount of such Noteholder's Commitment. The Notes shall be substantially in the form set out in Exhibit 2.01, with such changes therefrom, if any, as may be approved by the Noteholders and the Company. Each Lender Noteholder will note on its internal records records, to the extent applicable, the date and amount of each Advance made by such Noteholder to the Company hereunder, and the amount of each Term Loan made by it and each payment in respect thereof and will prior to any transfer of any of its Notes will Note endorse on the reverse side thereof the outstanding principal amount of Term Loans Advances evidenced thereby. Failure to make any such notation or any error in such notation shall not affect Borrower’s the Company's obligations in respect of such Term LoansAdvance. For the avoidance of doubtAbsence manifest error, any Noteholder's records or notations on its Note as to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register outstanding principal amount of its Advances shall controlbe conclusive. (c) Notwithstanding anything any other term hereof, no Advance shall be made if after giving effect to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery making of such Notes. No failure Advance the aggregate amount of any Lender to request or obtain Advances outstanding would exceed the Total Commitment. (d) If a Note evidencing its Term Loans to Borrower Change of Control shall affect or in any manner impair occur, the obligations Commitment of Borrower to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and each Noteholder shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansautomatically terminate.

Notes. (a) Xxxxxxxx’s obligation The Loans of each Bank to pay the principal of, and interest on, the Term Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.04 and Borrower shall, if requested by such Xxxxxxupon request of the applicable Bank, also be evidenced by a promissory note duly executed and delivered by single Note of such Borrower substantially payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the form aggregate unpaid principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank=s Loans to such Borrower. (b) Each Lender will note on Bank may, by notice to a Borrower and the Administrative Agent, request that its internal records Loans of a particular type to such Borrower be evidenced by a separate Note of such Borrower in an amount equal to the amount of each Term Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding aggregate unpaid principal amount of Term such Loans. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans evidenced therebyof the relevant type. Failure Each reference in this Agreement to make any such notation or any error in such notation shall not affect Borrower’s obligations in respect the ANote@ of such Term Loans. For Bank shall be deemed to refer to and include any or all of such Notes, as the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Upon receipt of each Bank=s Note requested pursuant to Section 2.05(a), the contrary contained above Administrative Agent shall forward such Note to such Bank. Each Bank shall record the date, amount, type and maturity of each Loan made by it to each Borrower and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Bank so elects in this Section 2.05 connection with any transfer or elsewhere in this Agreementenforcement of its Note of any Borrower, Notes shall only be delivered endorse on the schedule forming a part thereof appropriate notations to Lenders evidence the foregoing information with respect to each such Loan to such Borrower then outstanding; provided that at any time specifically request the delivery of such Notes. No failure of any Lender Bank to request make any such recordation or obtain a Note evidencing its Term Loans to Borrower endorsement shall not affect or in any manner impair the obligations of any Borrower hereunder or under the Notes. Each Bank is hereby irrevocably authorized by each Borrower so to pay the Term Loans (endorse its Notes and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements to attach to and make a part of this Agreement, any Note a continuation of any such schedule as and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required to make the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Term Loansrequired.