Common use of Term Notes Clause in Contracts

Term Notes. The obligations to repay the Original Term Loans and to pay interest thereon shall be evidenced by separate promissory notes of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “Original Term Loan Notes”), with appropriate insertions, one Original Term Loan Note being payable to the order of each Existing Lender in a principal amount equal to such Existing Lender’s Pro Rata Share of the Original Term Loans and representing the obligations of CBI to pay such Existing Lender the amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal amount of the Original Term Loans made by such Existing Lender hereunder, plus interest accrued thereon, as set forth herein. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to each Term B Lender in substantially the form of Exhibit C-3 attached hereto (the “Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations on its Term Loan Notes, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender’s Term Loan Notes or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.

Term Notes. The obligations to repay Upon the Original Term Loans and to pay interest thereon shall be evidenced by separate promissory notes request of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “Original any Term Loan Notes”Lender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (each, a "Term Note"), with appropriate insertions, one Original Term Loan Note being which shall (i) be payable to the order of each Existing such Term Loan Lender and be dated the date of the issuance thereof, (ii) be in a stated principal amount equal to the Term Loan made by such Existing Term Loan Lender’s Pro Rata Share , (iii) represent the obligation of the Original Term Loans and representing the obligations of CBI Borrowers to pay to such Existing Term Loan Lender the such principal amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal outstanding amount of the Original Term Loans made by Loan of such Existing Lender hereunderTerm Loan Lender, plus interest accrued thereon, thereon as set forth in 4.6 or 4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to Borrowers irrevocably authorize each Term B Loan Lender in substantially the form of Exhibit C-3 attached hereto (the “with a Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations a notation on its such Term Loan Notes, or on a record pertaining thereon, Lender's Term Note Record reflecting the original principal amount of such Term Loans and repayments thereof. The outstanding amount Loan Lender's Term Loan Percentage of the Term Loans set forth Loan and, at or about the time of the receipt of any payment of principal on such Lender’s 's Term Note, an appropriate notation on such Lender's Term Note Record reflecting the receipt of such payment. Each Term Loan Notes or record shall be prima facie evidence Lender holding a Term Note will, prior to any transfer of such Term Note, endorse on the reverse side thereof the outstanding principal amount thereof owing and unpaid to such Lender, but the failure of Term Loan evidenced thereby. Failure to make such notation or record, or any error in any such notation or record endorsement shall not limit or otherwise affect the Borrowers' obligations in respect of the Borrowers hereunder or under any such Term Loan Note to make payments of principal of or interest on any Term Loan Note when dueLoan.

Term Notes. The obligations to repay the Original Term Loans and to pay interest thereon shall be evidenced by separate promissory notes of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “"Original Term Loan Notes”"), with appropriate insertions, one Original Term Loan Note being payable to the order of each Existing Lender in a principal amount equal to such Existing Lender’s 's Pro Rata Share of the Original Term Loans and representing the obligations of CBI to pay such Existing Lender the amount of such Existing Lender’s 's Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal amount of the Original Term Loans made by such Existing Lender hereunder, plus interest accrued thereon, as set forth herein. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to each Term B Lender in substantially the form of Exhibit C-3 attached hereto (the “"Term B Loan Notes”"), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s 's Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s 's Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations on its Term Loan Notes, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the Term Loans set forth on such Lender’s 's Term Loan Notes or record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.

Term Notes. The obligations to repay Upon the Original Term Loans and to pay interest thereon shall be evidenced by separate promissory notes request of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “Original any Term Loan Notes”Lender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (each, a "Term Note"), with appropriate insertions, one Original Term Loan Note being which shall (i) be payable to the order of each Existing such Term Loan Lender and be dated the Closing Date, (or, in the case of Term Notes issued after the Closing Date, be dated the date of the issuance thereof), (ii) be in a stated principal amount equal to the Term Loan made by such Existing Term Loan Lender’s Pro Rata Share , (iii) represent the obligation of the Original Term Loans and representing the obligations of CBI Borrowers to pay to such Existing Term Loan Lender the such principal amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal outstanding amount of the Original Term Loans made by Loan of such Existing Lender hereunderTerm Loan Lender, plus interest accrued thereon, thereon as set forth in s. 4.6 or s. 4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to Borrowers irrevocably authorize each Term B Loan Lender in substantially the form of Exhibit C-3 attached hereto (the “with a Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations a notation on its such Term Loan Notes, or on a record pertaining thereon, Lender's Term Note Record reflecting the original principal amount of such Term Loans and repayments thereof. The outstanding amount Loan Lender's Term Loan Percentage of the Term Loans set forth Loan and, at or about the time of the receipt of any payment of principal on such Lender’s 's Term Note, an appropriate notation on such Lender's Term Note Record reflecting the receipt of such payment. Each Term Loan Notes or record shall be prima facie evidence Lender holding a Term Note will, prior to any transfer of such Term Note, endorse on the reverse side thereof the outstanding principal amount thereof owing and unpaid to such Lender, but the failure of Term Loan evidenced thereby. Failure to make such notation or record, or any error in any such notation or record endorsement shall not limit or otherwise affect the Borrowers' obligations in respect of the Borrowers hereunder or under any such Term Loan Note to make payments of principal of or interest on any Term Loan Note when dueLoan.

Term Notes. The obligations to repay the Original Term Loans and to pay interest thereon Loan of each Lender shall be evidenced by separate a promissory notes note of CBI to each applicable Lender Holdings, substantially in substantially the form of Exhibit C-2 attached hereto A-1 (or, with respect to any Term Note issued after the “Original effectiveness of the Assumption, substantially in the form of Exhibit A-3) with appropriate insertions as to payee, date and principal amount (each, including as the same may have been amended by a Term Loan Notes”Note Assumption Endorsement, a "Term Note"), with appropriate insertions, one Original Term Loan Note being payable to the order of each Existing such Lender in a principal amount equal to such Existing Lender’s Pro Rata Share of the Original Term Loans and representing the obligations obligation of CBI Holdings (or, after the effectiveness of the Assumption and after giving effect to the applicable Term Note Assumption Endorsement, Holdings and the Borrower, jointly and severally) to pay such Existing Lender the amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal amount of the Original Term Loans Loan made by such Existing Lender hereunderLender. Concurrently with the effectiveness of the Assumption, plus interest accrued thereoneach of Holdings and the Borrower shall execute and deliver to the Administrative Agent, as set forth herein. The obligations to repay for the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes account of Atcon each Lender, an endorsement to each Term B Lender Note, substantially in substantially the form of Exhibit C-3 attached hereto (the “Term B Loan Notes”), A-2 with appropriate insertionsinsertions as to payee, one Term B Loan Note being payable to the order of each Term B Lender in a date and principal amount equal (a "Term Note Assumption Endorsement"). Each Lender is hereby authorized to such Term B Lender’s Pro Rata Share of record the Term B Loans date, Type and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations on its Term Loan Notes, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding the date and amount of each payment or prepayment of principal thereof and each Conversion of all or a portion thereof to another Type and, and in the case of Eurodollar Loans, the Interest Period with respect thereto, on the schedule annexed to and constituting a part of its Term Loans set forth on Note, and any such Lender’s Term Loan Notes or record recordation shall be constitute prima facie evidence of the principal amount thereof owing and unpaid to such Lenderaccuracy of the information so recorded; provided, but that the failure of such Lender to make any such notation or record, or any error in such notation or record recordation shall not limit impair or otherwise affect the obligations validity or enforceability of its Term Note. Each Term Note shall (a) be dated the Closing Date, (b) be stated to mature in installments in amounts equal to such Lender's Term Loan Commitment Percentage of the Borrowers hereunder or under any Term Loan Note to make payments of amounts, and payable on the dates, set forth on Schedule 2.2, and (c) bear interest for the period from the date thereof on the unpaid principal of or amount thereof at the applicable interest on any Term Loan Note when duerates per annum specified in Section 5.1.

Term Notes. The If requested by any Lender, the obligations to repay the Original Term A Loans and the FRTO Loans made by it and to pay interest thereon shall be evidenced by separate promissory notes of CBI the Borrower to each applicable Term A Lender and FRTO Lender, as applicable, in substantially the form of Exhibit C-2 EXHIBITS G-2 and G-3 attached hereto (as to the “Original Term Loan Notes”A Loans, the "TERM A LOAN NOTES"; as to the FRTO Loans, the "FRTO LOAN NOTES"), with appropriate insertions, with (i) one Original Term A Loan Note being payable to the order of each Existing Lender in a principal amount equal to such Existing Lender’s Pro Rata Share of the Original requesting Term Loans and representing the obligations of CBI to pay such Existing Lender the amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal amount of the Original Term Loans made by such Existing Lender hereunder, plus interest accrued thereon, as set forth herein. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to each Term B Lender in substantially the form of Exhibit C-3 attached hereto (the “Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B A Lender in a principal amount equal to such Term B A Lender’s Pro Rata Share of the 's Term B Loans A Loan Commitment and representing the obligations of Atcon the Borrower to pay such Term B A Lender the amount of such Term B A Lender’s Pro Rata Share of the 's Term B Loans A Loan Commitment or, if less, the aggregate unpaid principal amount of the Term B Loans A Loan made by such Term A Lender hereunder, plus interest accrued thereon, as set forth herein, and (ii) one FRTO Loan Note being payable to the order of such FRTO Lender in a principal amount equal to such requesting FRTO Lender's FRTO Loan Commitment and representing the obligations of the Borrower to pay such FRTO Lender the amount of such FRTO Lender's FRTO Loan Commitment or, if less, the aggregate unpaid principal amount of the FRTO Loans made by such FRTO Lender hereunder, plus interest accrued thereon, as set forth herein; PROVIDED that the decision of any Lender not to request a Term A Loan Note or a FRTO Loan Note shall in no way detract from the Borrower's obligation to repay the Term A Loans or FRTO Loans, respectively, and other amounts owing by the Borrower to such Lender. Each The Borrower irrevocably authorizes each applicable Term A Lender holding a Term A Loan Note and FRTO Lender holding a FRTO Loan Note, as applicable, to make or cause to be made appropriate notations on its Term Loan Note or Notes, or on a record pertaining thereon, reflecting Term Loans and repayments thereof. The outstanding amount of the applicable Term Loans Loan set forth on such Term A Lender or FRTO Lender’s 's applicable Term Loan Note or Notes or record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall not limit or otherwise affect the obligations of the Borrowers Borrower hereunder or under any Term Loan Note to make payments of principal of or interest on any Term Loan Note when due.

Term Notes. The obligations to repay Upon the Original Term Loans and to pay interest thereon shall be evidenced by separate promissory notes request of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “Original any Term Loan NotesLender, the Borrowers shall execute and deliver to such Term Loan Lender a promissory note (each, a “Term Note”), with appropriate insertions, one Original Term Loan Note being which shall (i) be payable to the order of each Existing such Term Loan Lender and be dated the date of the issuance thereof, (ii) be in a stated principal amount equal to the Term Loan made by such Existing Term Loan Lender’s Pro Rata Share , (iii) represent the obligation of the Original Term Loans and representing the obligations of CBI Borrowers to pay to such Existing Term Loan Lender the such principal amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal outstanding amount of the Original Term Loans made by Loan of such Existing Lender hereunderTerm Loan Lender, plus interest accrued thereon, thereon as set forth in §4.6 or §4.7 herein, (iv) mature on the Term Loan Maturity Date and (v) be entitled to the benefits of this Credit Agreement and the other Loan Documents. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to Borrowers irrevocably authorize each Term B Loan Lender in substantially the form of Exhibit C-3 attached hereto (the “with a Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations a notation on its such Term Loan Notes, or on a record pertaining thereon, Lender’s Term Note Record reflecting the original principal amount of such Term Loans and repayments thereof. The outstanding amount Loan Lender’s Term Loan Percentage of the Term Loans set forth Loan and, at or about the time of the receipt of any payment of principal on such Lender’s Term Note, an appropriate notation on such Lender’s Term Note Record reflecting the receipt of such payment. Each Term Loan Notes or record shall be prima facie evidence Lender holding a Term Note will, prior to any transfer of such Term Note, endorse on the reverse side thereof the outstanding principal amount thereof owing and unpaid to such Lender, but the failure of Term Loan evidenced thereby. Failure to make such notation or record, or any error in any such notation or record endorsement shall not limit or otherwise affect the Borrowers’ obligations in respect of the Borrowers hereunder or under any such Term Loan Note to make payments of principal of or interest on any Term Loan Note when dueLoan.

Term Notes. The obligations to repay the Original Term Loans and to pay interest thereon Loan shall be evidenced by separate promissory notes of CBI to each applicable Lender the Borrower in substantially the form of Exhibit C-2 attached F hereto (the “Original each a " Term Loan Notes”Note"), each dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with §18 hereof) and completed with appropriate insertions, one Original . One Term Loan Note being shall be payable to the order of each Existing Lender in a principal amount equal to such Existing Lender’s Pro Rata Share 's Commitment Percentage of the Original Term Loans Loan and representing the obligations obligation of CBI the Borrower to pay to such Existing Lender the such principal amount of such Existing Lender’s Pro Rata Share of the Original Term Loans or, if less, the aggregate unpaid principal outstanding amount of such Lender's Commitment Percentage of the Original Term Loans made by such Existing Lender hereunder, Loan plus interest accrued thereon, as set forth hereinbelow. The obligations to repay the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to each Term B Lender in substantially the form of Exhibit C-3 attached hereto (the “Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made appropriate notations a notation on its such Lender's Term Loan Notes, or on a record pertaining thereon, Note Record reflecting Term Loans and repayments thereof. The outstanding the original principal amount of such Lender's Commitment Percentage of the Term Loans Loan and, at or about the time of such Lender's receipt of any principal payment on such Lender's Term Note, an appropriate notation on such Lender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Lender’s 's Term Loan Notes or record Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in so recording, any such notation or record amount on such Lender's Term Note Record shall not limit or otherwise affect the obligations of the Borrowers Borrower hereunder or under any Term Loan Note or to make payments of principal of or and interest on any Term Loan Note when due.

Term Notes. Notwithstanding the date of this Term Note, the Substitute Term Notes carry all of the rights to unpaid interest that were carried by the 2008 Term Notes such that no loss of interest shall result from any such substitution.]1 This Term Note evidences [Initial Term Loan] [Delayed Draw Term Loan] borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The obligations to repay the Original Term Loans Lender and to pay interest thereon shall be evidenced by separate promissory notes of CBI to each applicable Lender in substantially the form of Exhibit C-2 attached hereto (the “Original Term Loan Notes”), with appropriate insertions, one Original Term Loan Note being payable any holder hereof pursuant to the order Credit Agreement or by operation of each Existing Lender in a principal amount equal law is entitled to such Existing Lender’s Pro Rata Share the benefits of the Original Term Loans Credit Agreement and representing the obligations of CBI to pay such Existing Lender other Loan Documents, and may enforce the amount of such Existing Lender’s Pro Rata Share agreements of the Original Borrower contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Term Loans or, if less, Note and not otherwise defined herein shall have the aggregate unpaid principal amount of same meanings herein as in the Original Term Loans made by such Existing Lender hereunder, plus interest accrued thereon, as set forth hereinCredit Agreement. The obligations to repay Borrowers irrevocably authorize the Term B Loans and to pay interest thereon shall be evidenced by separate promissory notes of Atcon to each Term B Lender in substantially the form of Exhibit C-3 attached hereto (the “Term B Loan Notes”), with appropriate insertions, one Term B Loan Note being payable to the order of each Term B Lender in a principal amount equal to such Term B Lender’s Pro Rata Share of the Term B Loans and representing the obligations of Atcon to pay such Term B Lender the amount of such Term B Lender’s Pro Rata Share of the Term B Loans or, if less, the aggregate unpaid principal amount of the Term B Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Each Borrower irrevocably authorizes each applicable Lender to make or cause to be made made, at or about the time of the Drawdown Date of the [Initial Term Loan][Delayed Draw Term Loan] or at the time of receipt of any payment of principal of this Term Note, an appropriate notations notation on its the grid attached to this Term Loan NotesNote, or on a record pertaining thereonthe continuation of such grid, or any other similar record, including computer records, reflecting the making of such [Initial Term Loans and repayments thereofLoan][Delayed Draw Term Loan] or (as the case may be) the receipt of such payment. The outstanding amount of the [Initial Term Loans Loan][Delayed Draw Term Loan] set forth on the grid attached to this Term Note, or the continuation of such Lender’s grid, or any other similar record, including computer records, maintained by the Lender with respect to the [Initial Term Loan Notes or record Loan][Delayed Draw Term Loan] shall be prima facie evidence of the principal amount thereof owing and unpaid to such the Lender, but the failure to make such notation or record, or any error in so recording, any such notation amount on any such grid, continuation or other record shall not limit or otherwise affect the obligations obligation of the Borrowers hereunder or under any Term Loan Note the Credit Agreement to make payments of principal of or and interest on any this Term Loan Note when duedue to the extent of the unpaid principal and interest amount as of any date of determination. The Borrowers have the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Term Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Term Note and all of the unpaid interest accrued thereon and any other charges or amounts due under any of the Loan Documents may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. No delay or omission on the part of the Lender, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. ______________________________ 1 Note: To be used with respect to the Initial Term Loan. The Borrowers and every endorser and guarantor of this Term Note or the obligations represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Term Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. THIS TERM NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH OF THE BORROWERS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS TERM NOTE MAY BE BROUGHT IN TXX XXXXXX XX XXX XXXXX XX XXX XXXX SITTING IN NEW YORK, NEW YORK OR ANY FEDERAL COURT SITTING IN NEW YORK, NEW YORK AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN §20 OF THE CREDIT AGREEMENT. EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT. This Term Note shall be deemed to take effect as a sealed instrument under the laws of the State of New York.