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) 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) 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) 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) 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) 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 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) 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 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) 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 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 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) 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) 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) 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 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 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) 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) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Any Lender may request that 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 it be evidenced by a promissory note duly executed (with respect to a Revolving Loan, a "Revolving Note" and delivered with respect to a Term Loan, a "Term Note"). In such event, the Borrower shall prepare, execute and deliver to such Lender a Revolving Note or Term Note, as applicable, payable to the order of such Lender (or, if requested by Borrower substantially such Lender, to such Lender and its registered assigns) and in the form of Exhibit BB. Thereafter, with blanks appropriately completed the Loans evidenced by such Notes and interest thereon shall at all times (including after assignment pursuant to Section 9.4) be represented by one or more Notes in conformity herewith such form payable to the order of the payee named therein (eachor, if a “Note”Note is a registered note, to such payee and its registered assigns). Each Note issued to a Lender shall be dated the Closing Date and mature on the Maturity Date. (b) Each Lender will note is hereby authorized, at its option, either (i) to endorse on the schedule attached to its internal records Revolving Note (or on a continuation of such schedule attached to such Note and made a part thereof) an appropriate notation evidencing the date and amount of each Term Revolving Loan made by it evidenced thereby and the date and amount of each principal and interest payment in respect thereof thereof, or (ii) to record such Revolving Loans and prior such payments in its books and records. Such schedule or such books and records, as the case may be, shall constitute prima facie evidence of the accuracy of the information contained therein; provided that any errors with respect 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 schedule, books or any error in such notation records shall not affect the Borrower’s obligations in respect of such Term Loans. For the avoidance of doubt, 's obligation to the extent any conflict arises between the records maintained pursuant to this Section and the Register, the Register shall controlrepay amounts owing hereunder. (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 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) 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) 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. 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) 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) 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 obligation to pay the principal of, and interest on, the Term Loans made by each The assigning Lender shall be evidenced in deliver all Notes evidencing the Register maintained assigned interests to the Borrower or the Administrative Agent (and the Administrative Agent shall deliver such Notes to the Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.04 subsection 11.6(c), from and shallafter the effective date specified in each Assignment and Assumption, if requested by such Xxxxxx, also the assignee thereunder shall 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 party 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 doubtthis Agreement and, to the extent any conflict arises between of the records maintained pursuant to interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Section Agreement and shall make all acknowledgments, representations and warranties required of a Lender hereunder, and the Registerassigning Lender thereunder shall, the Register shall control. (c) Notwithstanding anything to the contrary contained above extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in this Section 2.05 or elsewhere in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, Notes such Lender shall only cease to be delivered a party hereto) but shall continue to Lenders that at any time specifically request be subject to the delivery obligations under and entitled to the benefits of subsections 4.8, 4.9, 4.10 and 11.5 with respect to facts and circumstances occurring prior to the effective date of such Notesassignment. No failure Upon request and upon surrender by the assigning Lender of any Lender to request or obtain all Notes evidencing the assigned interests, the Borrower (at its expense) shall execute and deliver a Note evidencing its Term Loans to Borrower the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall affect or be treated for purposes of this Agreement as a sale by such Lender of a participation in any manner impair the such rights and 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 (bsubsection 11.6(d). 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 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) 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) 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) 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) 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 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 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. Upon the request of any applicable Lender, (a) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term Revolver Loans made by each Revolver Lender shall be evidenced by a Revolver Note dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Assumption, payable to the order of such Revolver Lender in a principal amount equal to its Maximum Revolver Amount as originally in effect and otherwise duly completed and such substitute Notes as required by Section 12.06; (b) the Register maintained Term Loan made by the Administrative Agent pursuant to Section 13.04 and shall, if requested by such Xxxxxx, also each Term Loan Lender shall be evidenced by a promissory note Term Loan Note dated as of (i) the Closing Date or (ii) the effective date of an Assignment and Assumption, payable to the order of such Term Loan Lender in a principal amount equal to its Maximum Term Loan Amount as originally in effect and otherwise duly executed completed and delivered such substitute Term Loan Notes as required by Borrower substantially in Section 12.06; and (c) 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 Swingline Loan made by it the Swingline Lender shall be evidenced by a Swingline Note in a principal amount equal to its Swingline Commitment as originally in effect and otherwise duly completed and such substitute Notes as required by Section 12.06. The date, amount, Type, interest rate and Interest Period of each payment in respect thereof Loan made by each Lender, and all payments made on account of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer of any of its Notes will endorse may be endorsed by such Lender on the reverse side schedule attached to such Note or any continuation thereof the outstanding principal amount of Term Loans evidenced therebyor on any separate record maintained by such Lender. Failure to make any such notation or any error in such notation to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Term Loans. For Loans or affect 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 validity of such Notes. No failure of transfer by 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 LoansNote.

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) 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) 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 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) 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 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) 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) 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) 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) 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 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 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) 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) 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) 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. (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) 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 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 “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) 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 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) 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 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 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) 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) 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) 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 in the Register maintained by the Administrative Agent pursuant to Section 13.04 12.15 and shall, if requested by such Xxxxxx, 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 Xxxxxx’s records, the Register of the Administrative Agent shall controlgovern. (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) Xxxxxxxx’s obligation to pay If requested by the principal ofrelevant Revolver Lender, and interest on, each Revolver Lender's Revolving Loans under the Term Loans made by each Lender Revolving Commitment shall be evidenced by Revolving Notes executed by each Borrower, each such Note being payable to the order of such Revolver Lender in a maximum principal amount equal to such Revolver Lender's Revolver Percentage of the Register maintained original applicable Revolving Commitment Amount. If requested by the relevant Term Lender, each Term Lender's Term Loans under the Term Commitment shall be evidenced by Term Notes executed by each Borrower, each such Term Note being payable to the order of such Term Lender in a maximum principal amount equal to such Term Lender's Term Percentage of the original applicable Term Loan Amount. Whether or not a Loan is evidenced by a Note, the Borrowers hereby irrevocably designate the Administrative Agent pursuant to Section 13.04 serve as their agent, solely for the purposes of this section, to maintain a register (the "Register") on which the Administrative Agent will record the name and shalladdress of each Lender, if requested by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially the Commitments and Loans and each repayment in respect of 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 principal amount of the Loans of each Term Loan made by it and each Lender from time to time. No payment in with respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount and interest applicable for each of Term the Loans evidenced therebyshall be made to any Person other than the Person identified in such Register as the Lender with respect to such Loan. Failure to make any such notation recordation or any error errors in such notation recordation shall not limit or otherwise affect Borrower’s the Borrowers' obligations in respect of such Term LoansLoans or otherwise limit or affect any Obligations of any of the Borrowers. For the avoidance of doubt, to the extent any conflict arises between the records maintained pursuant to this Section and the Register, The entries in the Register shall control. be conclusive and binding on the Borrowers absent manifest error. The Borrowers hereby irrevocably authorize each Lender to make (cor cause to be made) Notwithstanding anything appropriate notations on the grid attached to such Lender's Notes (or on any continuation of such grid) or on such Lender's records, which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the contrary contained above in this Section 2.05 or elsewhere in this AgreementLoans evidenced thereby. Such notations shall be conclusive and binding on the Borrowers absent manifest error; provided, Notes shall only be delivered to Lenders however, 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 make 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 such notations shall not in limit or otherwise affect 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 Obligations 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 LoansBorrowers.

Notes. (a) Xxxxxxxx’s obligation to pay the principal of, and interest onIf requested by any Bank, the Term Loans made by each Lender 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 and delivered by each Qualified 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 Bank may, by notice to the Borrower and the Administrative Agent, request that its Loans of a particular type (including Competitive Bid 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 the 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 Bank’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Bank. Each Bank shall record on its internal Note or in the accounts and records the amount of each Term Bank, 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 shall only be delivered to Lenders that at any time specifically request on 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 Maturity Date. (e) Each Competitive Bid Loan included 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 AgreementCompetitive Bid 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) the 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 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) Xxxxxxxx’s Each 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 and delivered by single Note of such Borrower substantially in 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 a Borrower and the amount Administrative Agent, request that such Borrower's obligation to repay such Lender's Loans of each Term Loan made a particular Type or Class to such Borrower 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 and each payment relates solely to Loans of the relevant Type. Each reference in respect thereof and prior this Agreement 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 "NOTE" of such Term Loans. For the avoidance of doubt, Borrower payable to the extent order of such Lender shall be deemed to refer to and include any conflict arises between or all of such Notes, as the records maintained pursuant to this Section and the Register, the Register shall controlcontext may require. (c) Notwithstanding anything Promptly after it receives a Note for any Lender pursuant to Section 3.01(a) or Section 3.05(a), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record the date, amount and maturity 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 connection with any transfer or enforcement of its Note of any Borrower, endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each of its Loans to such Borrower then outstanding; provided that a Lender's failure to make (or any error in making) any such recordation or endorsement shall not affect any Borrower's obligations hereunder or under its Notes. Each Lender is hereby irrevocably authorized by each Borrower so to endorse such Borrower's Note payable 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 order of such Notes. No failure Lender and to attach to and make a part of such 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 The Borrower's obligation to pay the principal of, and interest on, the Term Loans made by each Lender Bank to the 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 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 by the Borrower to each Bank shall (i) be executed by the Borrower, (ii) be payable to such Bank 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 Commitment of such Bank (or, if issued after the termination of such Commitment, be in a stated principal amount equal to the outstanding Loans of such Bank at such time) and be payable in the principal amount of the outstanding Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in Section 3.01, or mandatory repayment as provided in Section 3.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (b) 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 properly 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 notation) shall not affect the Borrower’s 's obligations to the holder from time to time of each 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. (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 Committed 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 Borrowers and the Administrative Agent, request that its internal Committed Loans be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Committed Loans. Any additional costs incurred by the Administrative Agent, the Borrowers or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. In the event any Committed Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Lender shall return such Note to the Borrowers. 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. 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) Upon receipt of each Lender’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record in its records the amount date, amount, type and maturity of each Term Loan made by it and the date and amount of each payment of principal made by the Borrowers 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 thereof appropriate schedule appropriate notations to evidence the outstanding principal amount of Term Loans evidenced thereby. Failure foregoing information with respect to make any each such notation or any error in such notation shall not affect Borrower’s obligations in respect of such Term Loans. For Loan 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 Borrower the Borrowers hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrowers so to pay the Term 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) The Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreementshall mature, and the remaining principal amount thereof shall not in any way affect be due and payable by the security or guarantees therefor provided pursuant Borrowers, on the Maturity Date. (e) There shall be no more than six (6) Interest Periods applicable to the various Credit DocumentsLIBOR Loans outstanding at any one time. Any Lender that does not have a Note evidencing its outstanding Term Loans shall in no event be required Notwithstanding the foregoing, subject to make the notations otherwise described approval of the Administrative Agent, in the preceding clause (b). At any event the Borrowers wish to combine one or more LIBOR Loans into a single Interest Period, the Borrowers may from time when any Lender requests the delivery to time be entitled to select an Interest Period of less than one month, with interest at a Note to evidence any of its Term Loans, Borrower shall promptly execute and deliver rate per annum equal to the respective Lender sum of (i) the requested Note in Adjusted London Interbank Offered Rate on the appropriate amount or amounts to evidence date of determination for an Interest Period of one (1) month plus (ii) the Applicable Margin for LIBOR Loans on such Term Loansdate of determination.

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 each 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 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. (e) There shall only be delivered to Lenders that no more than five (5) Euro-Dollar Groups 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 on, the Term The 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 by such Xxxxxx, also be evidenced by a promissory note duly executed and delivered by Borrower substantially Revolving Note payable to the order of that Lender in the form of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)an amount equal to its Revolving Commitment. (b) Each Lender will note may endorse on the schedules annexed to its internal records Notes, the date, amount and maturity of each Term Loan made by it and the amount of each payment in of principal made with respect thereof thereto. Each Company irrovocably authorizes each Applicable Lender of such Company to endorse its Notes and prior to each such Applicable Lender's record shall be conclusive absent manifest error; provided, however, that the obligations of each Company hereunder or under any transfer Note shall not be limited or otherwise affected by the failure of any of its Notes will endorse Applicable Lenders to make, or an error in making, a notation on any such Note. The Loans made by each Lender may also be evidenced by one or more loan accounts maintained by such Lender in the reverse side thereof ordinary course of business. The loan accounts or records pertaining to a Company maintained by the outstanding principal Applicable Agent of such Company and each Applicable Lender of such Company shall be conclusive absent manifest error of the amount of Term the Loans evidenced therebymade by such Applicable Lenders to such Company and the interest and payments thereon. Failure Any failure so to make any such notation record or any error in such notation doing so shall not not, however, limit or otherwise affect Borrower’s obligations in the obligation of the Companies hereunder (or under any Note) to pay any amount owing with respect of such Term Loans. For the avoidance of doubt, to the extent any Obligations. In the event of a conflict arises between a notation on a Note and the amount in a loan account, the amount in the loan account shall govern and in the event of a conflict between the records amount in the loan account maintained pursuant to this Section by a Lender and the Registeramount in the loan account maintained by the Applicable Agent, 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 amount in the preceding clause (b). At any time when any loan account maintained by the 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 Loansgovern.

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 (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, 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 The obligation of the Company to pay repay the principal of, and interest on, the Term Loans made by each Lender ----- shall be evidenced by promissory notes, which promissory notes shall be issued in substitution and replacement of the "Notes" issued under the Existing Credit Agreement, payable to the order of each Lender, as applicable, in the Register maintained forms of those attached hereto as Exhibit A-1 (the "Tranche A Notes"), Exhibit A-2 (the ----------- ----------- "Tranche B Notes"), Exhibit A-3 (the "Tranche C Note"), Exhibit A-4 (the ----------- ----------- "Tranche D Notes") and Exhibit A-5 (the "Tranche E Notes"). The Administrative ---- Agent shall deliver a monthly statement of account to the Company setting forth the unpaid principal balance of Loans outstanding hereunder, and each Lender's interest therein, which statement shall (absent clerical error) be deemed conclusively correct and accepted by the Company unless the Company notifies the Administrative Agent pursuant to Section 13.04 and shall, if requested by the contrary within fifteen (15) Business Days following delivery of 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) statement. Each Lender will note on its internal records is hereby authorized to record the date and amount of each Term advance, conversion and continuation and the date and amount of each such payment or prepayment of principal of each Loan made by it such Lender, the applicable Eurodollar Interest Period, if any, and each payment in the interest rate with respect thereof thereto, on the schedules annexed to and prior to constituting a part of its respective Note or Notes (or by any transfer analogous method any Lender may elect consistent with its customary practices), and any such recordation shall constitute conclusive evidence of the accuracy of the information so recorded absent manifest error. The failure of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure Lender 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 or to any extent the obligations of Borrower Company's obligation to pay and perform 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 evidence loans made and outstanding hereunder prior to pay the principal ofDecember 30, and interest on2001, the Term Loans Trust shall execute and deliver to the Bank a Promissory Note in form similar to Exhibit "A" attached hereto and 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 Bpart hereof for all purposes, with blanks appropriately completed in conformity herewith (eachcompleted, and being payable and bearing interest at a “Note”).rate equal to 1% per annum less than X.X. Xxxxxx Xxxxx &Co., Inc.'s prime (b) At maturity of any Note then evidencing the debt created hereunder, if the commitment of the Bank is extended as provided in paragraph 1.1(c), the Trust shall execute and deliver to the Bank a subsequent Note in terms identical to Exhibit "A" attached hereto and made a part hereof for all purposes, except that each such Note shall bear the date of issue and recite appropriate dates and renewal data, if any. Each Lender will note on its internal records the amount of each Term Loan such renewal Note shall evidence loans made by it and each payment in respect thereof and outstanding hereunder 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 maturity date of such Term Loansrenewal Note, which date shall be determined by mutual agreement of the Trust and the Bank. For the avoidance of doubtThere shall be endorsed upon each such subsequent Note, to evidence the extent any conflict arises between the records maintained pursuant to this Section and the Registerfirst Advance thereunder, the Register principal balance outstanding hereunder at the time of issue. Upon acceptance of same by the Bank, each such renewal Note shall controlbe subject to all terms hereof and shall be deemed the "Note" hereunder. (c) Notwithstanding anything to If 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 term of this Agreement, and shall Agreement is not in any way affect extended by the security or guarantees therefor provided pursuant to parties at maturity of 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 paragraphs in 1.4(a) or (b). At any time when any Lender requests , then evidencing the delivery of a Note to evidence any of its Term Loansdebt created hereunder, Borrower the Trust shall promptly execute and deliver to the respective Lender the requested Note Bank a promissory note in form similar to Exhibit "B" attached hereto and made a part hereof for all purposes, to evidence loans made and outstanding hereunder, which said note shall recite the appropriate amount or dates and shall be amortized over a period of time and in such a way that the principal and interest shall be paid in equal quarterly installments in amounts as are required to retire the indebtedness over a term, not to exceed five (5) years, which shall be equal to the weighted average remaining term of all real estate lien notes of the Trust which are pledged as collateral on this loan and held by Bank at the time of the execution of such Exhibit "B" type note. Interest on such note shall bear interest at a rate equal to 1% per annum less than X.X. Xxxxxx Chase &Co.'s prime lending rate adjusted daily. There shall be endorsed upon such note, to evidence the first advance thereunder, the principal balance outstanding hereunder at the time of issue and upon acceptance of same by Bank, shall be subject to all terms hereof and shall be deemed the note hereunder. (d) Each Advance made and payment received hereunder by Bank shall be deemed made or received upon the Note held by Bank and shall be evidenced by an appropriate entry thereon or on an attachment thereto, or upon Bank's records as in other like cases, at Bank's option. Unless the context indicates otherwise, a reference herein to (e) The advancing Notes as provided for under paragraph 1.4(a) and (b) shall each provide that advancements of principal may be made thereunder at various times prior to maturity at the request of the Trust, subject however the outstanding balance of same shall not exceed at any time the face amount of such Term Loansnotes; that interest shall accrue thereunder only from the date principal amounts are advanced; and that prepayments may be made at any time, without penalty, and any sum prepaid may be re-borrowed.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Bridge 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 applicable Borrower substantially in the form of Exhibit BB hereto, 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 Bridge 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 Bridge 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 Bridge 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 Bridge Loans to the applicable Borrower shall affect or in any manner impair the obligations of such Borrower to pay the Term Bridge Loans (and all related Obligations) incurred by such 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 Bridge 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 Bridge 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 LoansBridge Loans within three Business Days after such Borrower has received such request.

Notes. (a) XxxxxxxxThe Borrower’s obligation to pay the principal of, and interest on, the Term Loans made to the Borrower by each Lender shall be evidenced in set forth on the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall14.10(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, C 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 Lender will note on shall (i) be executed by the Borrower, (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 on issuance thereof), (iii) be in a stated principal amount equal to the reverse side thereof the outstanding principal amount of Term the Loan of such Lender on the date of the issuance thereof and be payable in the principal amount of the Loans 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 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 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 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, the Borrower shall promptly execute and deliver to the respective that Lender the requested Note in the appropriate amount or amounts to evidence such Term Loans.

Notes. (a) Xxxxxxxx’s obligation The Borrowers agree that, upon the request to pay the principal Administrative Agent by any Lender, the Borrowers will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, and interest onsuch Lender in a maximum principal amount equal to such Lender's Percentage of the original applicable Commitment Amount. The Borrowers hereby irrevocably authorize each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Note (or on any continuation of such grid), which notations, if made, shall evidence, INTER ALIA, the Term date of, the outstanding principal amount of, the interest rate and Interest Period applicable to the Loans evidenced thereby and the Borrower to whom each such Loan was made. Such notations shall, to the extent not inconsistent with 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, constitute prima facie evidence and shall be binding on each Obligor absent manifest error; PROVIDED, HOWEVER, that the failure of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)any Lender to make any such notations shall not limit or otherwise affect any Obligations of any Obligor. (b) Each Lender Borrower hereby designates the Administrative Agent to serve as its agent, solely for the purpose of this clause, to maintain a register (the "REGISTER") on which the Administrative Agent will note on its internal records record each Lender's Commitment, the amount of each Term Loan Loans made by it each Lender to each Borrower and each payment repayment 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 Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to SECTION 11.10. Failure to make any such notation recordation, or any error in such notation recordation, shall not affect Borrower’s obligations any Obligor's Obligations. The entries 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. constitute prima facie evidence and shall be binding on the Obligors absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (cor, if applicable, to which a Note has been issued) Notwithstanding anything as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary contained above contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to SECTION 11.10. No assignment or transfer of a Lender's Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided 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 LoansSection.

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 single Note payable to the order of such Bank Party for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Bank Party’s Loans and/or L/C Borrowings. (b) (a) Each Bank Party that has requested that its Loans and/or L/C Borrowings be evidenced by a Note may, by notice to the Borrower and delivered the Administrative Agent, request that its Loans and/or L/C Borrowings of a particular Type be evidenced by Borrower a separate Note in an amount equal to the aggregate unpaid principal amount of such Loans and/or L/C Borrowings. Each such Note shall be in substantially in the form of Exhibit B, A hereto with blanks appropriately completed appropriate modifications to reflect the fact that it evidences solely Loans and/or L/C Borrowings of the relevant Type. Each reference in conformity herewith (each, a this Agreement to the “Note”)” of such Bank Party 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 the amount Administrative Agent’s receipt of each Term Note that was requested by a Bank Party pursuant to Section 3.01(b), the 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 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 and/or L/C Borrowings then outstanding; provided that the failure of Term Loans evidenced thereby. Failure any Bank Party 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 Party 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 Any Note evidencing a Loan (as such term is defined in the Existing Credit Agreement) made prior to the contrary contained above in this Section 2.05 or elsewhere in this AgreementAmendment Effective Date may be exchanged upon request of the relevant Bank, Notes shall only be delivered to Lenders that at any time specifically request made through the delivery Administrative Agent, and simultaneous surrender 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 Borrower through the Administrative Agent in exchange for one or more new Notes 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 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. Each Lender's Loans under its Commitment shall be ----- evidenced by a Note payable to the order of such Lender in a maximum principal amount equal to such Lender's Percentage (aas of the Effective Date) Xxxxxxxx’s of the Commitment Amount. The Note issued hereunder and as of the Effective Date shall be issued in substitution and exchange for, and not in satisfaction or payment of, the Existing Notes and the Indebtedness (together with the obligation to pay accrued interest thereon) originally evidenced by the Existing Notes which is now to be evidenced by the replacement Notes delivered pursuant to this Agreement shall be (and the Borrower hereby acknowledges and agrees that such Indebtedness is) a continuing Indebtedness, and nothing herein contained shall be construed to deem such Existing Notes paid, or to release or terminate any Lien or security interest given to secure such Existing Notes, which Liens and security interests shall continue to secure such Indebtedness as evidenced by such Notes. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the ----- ---- outstanding principal of, and the interest on, rate and Interest Period applicable to 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 Such notations shall be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of -------- ------- any Lender to make any such notation or any error in such notation notations shall not limit or otherwise affect any Obligations of the Borrower’s obligations . Interest Periods in respect of such Term Loans. For Eurodollar Rate Loans outstanding under the avoidance Existing Notes as of doubt, to the extent any conflict arises between Effective Date shall be carried forward under the records maintained pursuant to this Section and Notes issued hereunder as of the Register, the Register shall controlEffective Date. (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 Committed Loans and the principal of, and interest on, the Term Bid ----- Loans made by of each Lender Bank shall be evidenced by one or more notes (the Committed Loan Notes and the Bid Loan Notes, respectively) payable to the order of such Bank for the account of its Applicable Lending Office in an amount equal to the Register maintained by the Administrative Agent pursuant to Section 13.04 and shall, if requested by aggregate unpaid principal amount of 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 Loans. (b) Each Lender will note on Bank may, by notice to the Borrower and the 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. Each such Note shall be in substantially the form of Exhibit A-1 or A-2 hereto 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 Committed Loan Note or Bid Loan Note pursuant to Section 3.1(a), the Agent shall forward such Committed Loan Note or Bid Loan 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 Committed Loan Note or Bid Loan 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 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 Committed Loan Note or Bid Loan Note. Each Bank is hereby irrevocably authorized by the Borrower so to pay the Term Loans (endorse its Committed Loan Note or Bid Loan 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 Committed Loan Note or Bid Loan 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) 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 record 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 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. (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 respective 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. (d) 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 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, (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 the 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 4.02 and 7.22(d) 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 (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 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) 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 as provided below, 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 Lender or its registered assigns and be dated the Amendment and Restatement Effective Date (or, in the case of Notes issued after the Amendment and Restatement Effective Date, be dated the date of the issuance thereof), (iii) be in a stated principal amount equal to the outstanding Loans of such Lender at such time 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 2.08, (vi) be subject to voluntary prepayment and mandatory repayment as provided in Sections 5.01 and 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 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 (bc). At any time when any Lender requests the delivery of a Note to evidence any of its Term Loans, the Borrower 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 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) Xxxxxxxx’s obligation to pay the principal of, and interest on, the Term The Revolving 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 Revolving Note payable to the order of such Bank in a principal amount equal to such Bank's Revolving Commitment Amount originally in effect. The Term A Loan of each Bank shall be evidenced by Borrower substantially a Term A Note payable to the order of such Bank in the form principal amount equal to such Bank's Term A Loan Commitment Amount. The Term B Loan of Exhibit B, with blanks appropriately completed each Bank shall be evidenced by a Term B Note payable to the order of such Bank in conformity herewith (each, a “Note”). (b) the principal amount equal to such Bank's Term B Loan Commitment Amount. Each Lender will note on Bank shall enter in its internal ledgers and records the amount of each its Term Loan made by it A Loan, its Term B Loan, and each payment in respect thereof Revolving Loan, the various Advances made and prior the payments made thereon, and each Bank is authorized by the Borrower to enter on a schedule attached to its Term A Note, Term B Note, or Revolving Note, as appropriate, a record of such Term A Loan, Term B Loan, Revolving Loans, Advances and payments; provided, however that the failure by any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Term Loans evidenced thereby. Failure Bank to make any such notation entry or any error in making such notation entry shall not limit or otherwise affect Borrower’s obligations the obligation of the Borrower hereunder and on the Notes, and, in all events (a) the principal amounts owing by the Borrower in respect of such the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Banks less all payments of principal thereof made by the Borrower, (b) the principal amount owing by the Borrower in respect of the Term Loans. For A Notes shall be the avoidance aggregate amount of doubtall Term A Loans made by the Banks less all payments of principal thereof made by the Borrower, 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 principal amount owing by the Borrower in this Section 2.05 or elsewhere in this Agreement, respect of the Term B Notes shall only be delivered to Lenders that at any time specifically request the delivery aggregate amount of such Notes. No failure all Term B Loans made by the Banks less all payments of any Lender to request or obtain a Note evidencing its Term Loans to Borrower shall affect or in any manner impair principal thereof made by 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 LoansBorrower.

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 (i) in the case of Term Loans, by a promissory note duly executed and delivered by the U.S. Borrower substantially in the form of Exhibit BG, 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 Borrowers substantially in the form of Exhibit H, 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 U.S. Borrower substantially in the form of Exhibit I, 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 2.6 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 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 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 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. Following the Closing, the Buyer shall provide Seller’s Representative with written notice (athe “Promissory Notice”) Xxxxxxxx’s obligation of the failure of the applicable member of the Keys Group to receive amounts due pursuant to the promissory notes set forth on Schedule 2.14 (the “Notes”) after the Closing. The Promissory Notice shall include an offer to convey the Notes, together with any security therefor, to Selling Persons in exchange for cash in an amount equal to the discounted cash flows that would otherwise be due under the applicable Note (using the interest rate and remaining term set forth in the applicable Note) (the “Note Price”). Sellers’ Representative shall send Buyer written notice of the acceptance of the offer within fifteen (15) days after the receipt of the Promissory Notice. As soon as reasonably practical after such acceptance, (A) Sellers’ Representative and Buyer shall execute and deliver such documents and instruments of conveyance as may be reasonably necessary or appropriate to effect the transfer of the Notes and security therefore; and (B) the Purchase Price shall be decreased by the Note Price and Selling Persons (acting through the Sellers’ Representative) shall cause the Escrow Agent to pay the principal of, and interest onNote Price to Buyer out of the Escrow Amount; provided that in the event the funds then held by the Escrow Agent are insufficient to pay Buyer in full, the Term Loans made by each Lender Selling Persons 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 obligated to pay the Term Loans (and all related Obligations) incurred by Borrower which would otherwise be evidenced thereby Buyer such deficiency in accordance with the requirements their respective Pro Rata Share. The provisions of this Agreement, Section 2.14 shall be the sole and exclusive remedy for any disputes or disagreements concerning the accruals of Keys Group with respect to the Notes. Buyer shall not in be entitled to seek indemnification with respect to a breach of any way affect the security representation or guarantees therefor provided pursuant warranty made by Management Sellers or Sellers with respect to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Term Loans shall accruals for the Notes, including without limitation those set forth in no event be required to make the notations otherwise described in the preceding clause (bSection 4.1(g). 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 Facility A Syndicated 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 single Facility A Syndicated Note payable to the order of such Bank for the account of its Lending Office in an amount equal to the form original principal amount of Exhibit B, with blanks appropriately completed in conformity herewith (each, a “Note”)such Bank's Facility A Commitment. (bc) Each Lender will note on The Facility A Money Market Loans made by any Bank to the Borrower shall be evidenced by a single Facility A Money Market Note payable to the order of such Bank for the account of its internal records Lending Office. (d) The Facility B Money Market Loans made by any Bank to the amount Borrower shall be evidenced by a single Facility B Money Market Note payable to the order of such Bank for the account of its Lending Office. (e) Upon receipt of each Term Loan made by it and each payment in respect thereof Bank's Notes pursuant to Section 3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record, 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 date, amount and maturity of, and effective interest rate for, each Loan made by it endorsed by such Note, the date and amount of each payment of principal made by the Borrower with respect thereto and whether, in the case of such Bank's Syndicated Notes, such Syndicated Loan evidenced by such Note is a Base Rate Loan or Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive evidence of the principal amount owing and unpaid on such Bank's Notes; provided that the failure of Term Loans evidenced thereby. Failure any Bank to make any such notation make, or any error in making, any such notation recordation or endorsement shall not affect Borrower’s obligations in respect the obligation of such Term Loans. For the avoidance Borrower hereunder or under the Notes or the ability of doubt, any Bank 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 assign its Notes. No failure Each Bank is hereby irrevocably authorized by the Borrower so to endorse its Notes and to attach to and make a part of any Lender to request or obtain Note a Note evidencing its Term Loans to Borrower shall affect or in continuation of 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 Revolving Credit Loans (other than Registered 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 of the Borrower substantially in the form of Exhibit BA-1, 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 Revolving Credit Commitment as originally in effect and otherwise duly completed. (b) Each The Term Loans (other than Registered Loans) made by each Lender will shall be evidenced by a single promissory note on its internal records of the Borrower substantially in the form of Exhibit A-2, dated the date hereof, payable to such Lender in a principal amount equal to the amount of each its Term Loan Commitment as originally in effect and otherwise duly completed. (c) The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan of each Class 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 Note evidencing 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 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 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) 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 Section 12.06 and except as provided in paragraph (e) of this Section 2.07 (and, if requested by any Lender, the Borrower agrees to so exchange any Note). (e) 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 Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to record on the Register referred to in Section 12.06(g) any Loans of any Class held by such Lender under this Agreement. Loans recorded on the Register ("Registered Loans") may not be evidenced by promissory notes other than Registered Notes as defined below and, upon the registration 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 AgreementBorrower. The Borrower 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 optional registered note language as indicated in Exhibit A-1 or A-2, as the case may be) and registered as provided in Section 12.06(g) (herein, a "Registered Note"), dated the date hereof, payable to such Lender and otherwise duly completed. A Loan once recorded on the Register may not be removed 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) XxxxxxxxSubject to the provisions of Section 1.05(d), the Borrower’s obligation to pay the principal of, 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 11.16 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, each a “Note” and, collectively, the “Notes”). (b) Each Note issued to a 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 thereafter, the date of issuance), (iii) be in a stated principal amount equal to the Commitment of such Lender (or, if issued after the termination thereof, be in a stated principal amount equal to the outstanding Loans of such Lender at such time) 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, (vi) be subject to voluntary prepayment as provided in Section 3.01 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents. (c) Each Lender will note on its internal records the amount of 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 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 to Lenders that which at any time (or from time to time) specifically request the delivery of such Notes. No failure of any Lender to request or obtain obtain, produce or maintain 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 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 Guaranty or 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 c) 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 Loansthis Section 1.

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, the Administrative Agent and the Documentation 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 Documentation 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. (e) [Intentionally Omitted] (f) There shall only be delivered to Lenders that no more than ten (10) Euro-Dollar Groups 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 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 "Note" 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.

Notes. (a) Xxxxxxxx’s obligation Such register shall be in written form or in any form capable of being converted into written form within a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to pay the principal ofNote Registrar or any co-Note Registrar, and interest onsatisfaction of the requirements for such transfer set forth in this Section 2.05, the Term Loans made by each Lender Company shall be evidenced execute, and the Trustee shall authenticate and deliver, in the Register name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Administrative Agent Company pursuant to Section 13.04 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and shallthe Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. In connection with any proposed transfer involving Physical Notes, or any exchange of Global Notes for Physical Notes, the Company shall use commercially reasonable efforts to provide or cause to be provided to the Trustee all information reasonably requested by the Trustee from the Company that is both reasonably available to the Company and necessary, as reasonably determined by the Trustee, to allow the Trustee to comply with any applicable cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it by Holders and the Company and shall have no responsibility to verify or ensure the accuracy of such information. No service charge shall be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or other similar governmental charge required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer or otherwise required by law. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, 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 portion of any of its Notes will endorse on the reverse side Note is surrendered for conversion, such portion thereof the outstanding principal amount of Term Loans evidenced thereby. Failure to make surrendered for conversion, (ii) any such notation Notes, 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 a portion 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 Note, surrendered for repurchase (and all related Obligationsnot withdrawn) incurred by Borrower which would otherwise be evidenced thereby in accordance with Article 15, (iii) any Notes selected for redemption in accordance with Article 16, except the requirements unredeemed portion of any Note being redeemed in part or (iv) any Notes between a Special Interest Record Date and corresponding Special Interest Payment Date. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this AgreementIndenture shall be the valid obligations of the Company, evidencing the same debt, and shall not in any way affect the security or guarantees therefor provided pursuant entitled 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 same benefits under this Indenture as the notations otherwise described in the preceding clause (b). At any time when any Lender requests the delivery Notes surrendered upon such registration 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 transfer or amounts to evidence such Term Loansexchange.

Notes. (a) Xxxxxxxx’s The 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 's obligations in respect of such Term Loans. For The entries made in the avoidance of doubt, to Register and in the extent any conflict arises between the internal records maintained pursuant to this paragraph (b) shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that in the event of any inconsistency between the Register maintained by the Administrative Agent pursuant to Section 12.15 and the Registerany Lender's records, the Register maintained by the Administrative Agent shall controlgovern. (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.