Common use of The Term Notes Clause in Contracts

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D hereto ------- - (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie ----- ----- evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertionsNotes. One A Term Note shall be payable to the order of each Bank Lender in a an aggregate principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth belowCommitment. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any payment of principal payment on such BankLender's Term Note, Note an appropriate notation on such BankLender's Term Note Record reflecting of the receipt of such payment. The aggregate unpaid outstanding amount of the Term Loan set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not limit or otherwise affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and or interest on any Term Note when due. Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of any Term Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Term Note or other security document, the Borrowers will issue, in lieu thereof, a replacement Term Note or other security document in the same principal amount thereof and otherwise of like tenor.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D EXHIBIT B hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Term Loan Lender may become a party hereto in accordance with ss.18 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D F hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Dollar Bank in a principal amount equal to such Dollar Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Dollar Bank such principal amount or, if less, the outstanding amount of such Dollar Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Dollar Bank to make or cause to be made a notation on such Dollar Bank's Term Note Record reflecting the original principal amount of such Dollar Bank's Commitment Percentage of the Term Loan and, at or about the time of such Dollar Bank's receipt of any principal payment on such Dollar Bank's Term Note, an appropriate notation on such Dollar Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Dollar Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Dollar Bank, but the failure to record, or any error in so recording, any such amount on such Dollar Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D A-2 hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Term Loan Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Term Loan Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Term Loan Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate joint -------------- and several promissory notes of the Borrower Borrowers in substantially form and substance satisfactory to the form of Exhibit D hereto Agent (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the joint and several obligation of the Borrower Borrowers to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank to make or cause to be made a notation on each grid attached to such Bank's Term Note Record (the "Record") reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note the Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note the Record shall not affect the joint and several obligations of the Borrower Borrowers hereunder or under any the Term Note to make payments of principal of and interest on any the Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D B hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Term Loan Lender may become a party hereto in accordance with ss.18 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D hereto --------- (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie ----- ----- evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially form and substance satisfactory to the form of Exhibit D hereto Agent (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably irrevocable authorizes each Bank to make or cause to be made a notation on each grid attached to such Bank's Term Note Record (the "Record") reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note the Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note the Record shall not affect the obligations of the Borrower hereunder or under any the Term Note to make payments of principal of and interest on any the Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower U.S. Borrowers in substantially the form of Exhibit D A-3 hereto (each a "Term Note"), dated the Closing Effective Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan $200,000,000 and representing shall represent the obligation of the Borrower U.S. Borrowers to pay to such Bank Lender such principal amount or(or the outstanding principal amount, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, ) plus interest accrued thereon, as set forth below. The Borrower U.S. Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record records reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan Note and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record records reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record records shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not limit, increase, or otherwise affect the obligations of the Borrower U.S. Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie ----- ----- evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan Loans shall be evidenced by separate promissory notes of each of the Borrower Term Borrowers in substantially the form of Exhibit D C hereto (each a "Term Note"), dated the Closing Date and the AutoDiagnos Acquisition Closing Date, as the case may be, and completed with appropriate insertions. One Term Note from each Term Borrower shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan Loans and representing the obligation of the such Term Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term LoanLoans, plus interest accrued thereon, as set forth below. The Borrower Each of the Term Borrowers irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan Loans and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Term Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D EXHIBIT E hereto (each a "Term NoteTERM NOTE"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan on the Closing Date and representing the obligation of the Borrower to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus PLUS interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D EXHIBIT B hereto (each a "Term NoteTERM NOTE"), dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with section 15 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan Amount and representing the obligation of the Borrower to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loanamount, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D A-3 hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Term Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, such Bank's Term Percentage of the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Term Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Domestic Borrowers in substantially the form of Exhibit D F hereto (each a "Term Note"), dated and bearing interest from the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan and representing the obligation joint and several obligations of the Borrower Domestic Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below, and premium, if any, as hereinafter provided. The Each Domestic Borrower irrevocably authorizes each Bank Term Loan Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the joint and several obligations of the Borrower Domestic Borrowers hereunder or under any Term Note to make payments of principal of of, premium, if any, and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D C hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with Section 16 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the joint and several obligation of the Borrower to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower TransTechnology in substantially the form of Exhibit D EXHIBIT C hereto (each a "Term NoteTERM NOTE"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation of the Borrower TransTechnology to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower TransTechnology irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower TransTechnology hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D F hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D C hereto (each a "“Term Note"”), dated the Closing Effective Date (or such other date on which a Lender may become a party hereto in accordance with §16 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such Bank's Lender’s Commitment Percentage of the Term Loan and representing the obligation joint and several obligations of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the then outstanding amount of such Bank's Lender’s Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Lender’s Term Note Record reflecting the original principal amount of such Bank's Lender’s Commitment Percentage of the Term Loan and, at or about the time of such Bank's Lender’s receipt of any principal payment on such Bank's Lender’s Term Note, an appropriate notation on such Bank's Lender’s Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Lender’s Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Lender’s Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D F hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.. Schedule of Installment Payments of Principal of Term Loan. The Borrower promises to pay to the Administrative Agent for the account of the Banks the principal amount of the Term Loan in twenty (20) consecutive quarterly installment payments beginning January 30, 1999, nineteen (19) of which shall be payable on each fiscal quarter ending date and each in the amount set forth in the table below opposite the period in such table during which such fiscal quarter ending date occurs, with a final payment on the Maturity Date in an amount equal to the unpaid balance of the Term Loan:

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D C hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with Section 16 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Lender may become a party hereto in accordance with Section 17 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation joint and several obligations of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the then outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Each of the First Tranche, the Second Tranche and the Third Tranche of the Term Loan shall be evidenced by separate promissory notes of the Borrower Domestic Borrowers in substantially the form of Exhibit D C hereto (each a "Term Note"), dated the Closing applicable Term Conversion Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Domestic Lender with respect to each Tranche of the Term Loan in a principal amount equal to such BankDomestic Lender's Domestic Commitment Percentage of the Term Loan and such Tranche, representing the obligation of the Borrower Domestic Borrowers to pay to such Bank Domestic Lender such principal amount amounts or, if less, the outstanding amount of such BankDomestic Lender's Domestic Commitment Percentage of such Tranche of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Each of the Domestic Borrowers irrevocably authorizes each Bank Domestic Lender to make or cause to be made a notation or notations on the Record(s) of the Term Notes held by such Bank's Term Note Record Domestic Lender reflecting the original principal amount of such BankDomestic Lender's Domestic Commitment Percentage of the applicable Tranches of the Term Loan and, at or about the time of such BankDomestic Lender's receipt of any principal payment on such BankDomestic Lender's Term NoteNote(s), an appropriate notation on such BankDomestic Lender's Term Note Record Record(s) reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record Record(s) shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankDomestic Lender, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record Record(s) shall not affect the obligations of the Borrower hereunder or under any Term Note Domestic Borrowers to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D EXHIBIT A-3 hereto (each a "Term NoteTERM NOTE"), dated the Closing Effective Date and (or such other date on which a Term Loan Lender may become a party hereto in accordance with ss.19 hereof) anD completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D ExhibitC hereto (each a "“Term Note"”), dated the Closing Third Amendment Date (or such other date on which a Lender may become a party hereto in accordance with §16 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such Bank's Lender’s Commitment Percentage of the Term Loan and representing the obligation joint and several obligations of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the then outstanding amount of such Bank's Lender’s Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Lender’s Term Note Record reflecting the original principal amount of such Bank's Lender’s Commitment Percentage of the Term Loan and, at or about the time of such Bank's Lender’s receipt of any principal payment on such Bank's Lender’s Term Note, an appropriate notation on such Bank's Lender’s Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Lender’s Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Lender’s Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D G hereto (each a "the “Term Note"Notes”), dated the Closing Date Restatement Effective Date, and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank the Term Loan Lenders to make or cause to be made a notation on such Bank's the Term Note Record Loan Lender’s records reflecting the original principal amount of such Bank's Commitment Percentage Term Loan Lender’s portion of the Term Loan and, at or about the time of such Bank's the Term Loan Lender’s receipt of any principal payment on such Bank's the Term Note, an appropriate notation on such Bank's Term Note Record Loan Lender’s records reflecting such payment. The aggregate unpaid amount set forth on such Bank's each Term Note Record Loan Lender’s records shall be prima facie evidence of the principal amount thereof owing owed and unpaid to on such BankTerm Loan Lender’s Term Loan, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record Loan Lender’s records shall not affect the obligations of the Borrower hereunder or under any Term Note Notes to make payments of principal of and interest on any the Term Note Notes when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D ExhibitC hereto (each a "“Term Note"”), dated the Closing Effective Date (or such other date on which a Lender may become a party hereto in accordance with §16 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such Bank's Lender’s Commitment Percentage of the Term Loan and representing the obligation joint and several obligations of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the then outstanding amount of such Bank's Lender’s Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Lender’s Term Note Record reflecting the original principal amount of such Bank's Lender’s Commitment Percentage of the Term Loan and, at or about the time of such Bank's Lender’s receipt of any principal payment on such Bank's Lender’s Term Note, an appropriate notation on such Bank's Lender’s Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Lender’s Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Lender’s Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D H hereto (each a "Term Loan Note"), dated the Closing Date and completed with appropriate insertions. One A Term Loan Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Loan Note Record reflecting the original principal amount of such Bank's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Loan Note, an appropriate notation on such Bank's Term Loan Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Loan Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Loan Note Record shall not affect the obligations of the Borrower hereunder or under any Term Loan Note to make payments of principal of and interest on any Term Loan Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated as of the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Each Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertionsNotes. One A Term Note shall be payable to the order of each Bank Term Loan Lender in a an aggregate principal amount equal to such Bank's Commitment Percentage of the Lender’s applicable Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth belowCommitment. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's Lender’s receipt of any payment of principal payment on such Bank's Lender’s Term Note, Note an appropriate notation on such Bank's Lender’s Term Note Record reflecting of the receipt of such payment. The aggregate unpaid outstanding amount of the applicable Term Loan set forth on such Bank's Lender’s Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Lender’s Term Note Record shall not limit or otherwise affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and or interest on any Term Note when due. Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of any Term Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Term Note or other security document, the Borrowers will issue, in lieu thereof, a replacement Term Note or other security document in the same principal amount thereof and otherwise of like tenor.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D A-3 hereto (each a "“Term Note"”), dated the Closing Effective Date (or such other date on which a Term Loan Lender may become a party hereto in accordance with §19 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such Bank's Commitment Lender’s Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such Bank's Commitment Lender’s Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such Bank's Lender’s Term Note Record reflecting the original principal amount of such Bank's Commitment Lender’s Term Loan Percentage of the Term Loan and, at or about the time of such Bank's Lender’s receipt of any principal payment on such Bank's Lender’s Term Note, an appropriate notation on such Bank's Lender’s Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Lender’s Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such Bank's Lender’s Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit EXHIBIT D hereto (each a "Term NoteTERM NOTE"), dated as of the Closing Date (or such other date on which a Term Lender may become a party hereto in accordance with Section 15 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Lender in a principal amount equal to such BankTerm Lender's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Term Lender such principal amount or, if less, the outstanding amount of such BankTerm Lender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Lender to make or cause to be made a notation on such BankTerm Lender's Term Note Record reflecting the original principal amount of such BankTerm Lender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankTerm Lender's receipt of any principal payment on such BankTerm Lender's Term Note, an appropriate notation on such BankTerm Lender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankTerm Lender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankTerm Lender, but the failure to record, or any error in so recording, any such amount on such BankTerm Lender's Term Note Record shall not affect the obligations Obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Domestic Borrowers in substantially the form of Exhibit D EXHIBIT A-4 hereto (each a "Term Note"), dated the Closing Effective Date (or such other date on which a Term Loan Lender may become a party hereto in accordance with Section 19 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such Bank's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Domestic Borrowers to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Domestic Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower Domestic Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Each Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertionsNotes. One A Term Note shall be payable to the order of each Bank Initial Term Loan Lender and each Delayed Draw Term Loan Lender in a an aggregate principal amount equal to such BankLender's applicable Initial Term Commitment Percentage of the or Delayed Draw Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereonCommitment, as set forth belowthe case may be. The Borrower Borrowers irrevocably authorizes authorize each Bank Lender to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any payment of principal payment on such BankLender's Term Note, Note an appropriate notation on such BankLender's Term Note Record reflecting of the receipt of such payment. The aggregate unpaid outstanding amount of the applicable Term Loan set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not limit or otherwise affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and or interest on any Term Note when due. Upon receipt of an affidavit of an officer of any Lender as to the loss, theft, destruction or mutilation of any Term Note or any other security document which is not of public record, and, in the case of any such loss, theft, destruction or mutilation, upon surrender and cancellation of such Term Note or other security document, the Borrowers will issue, in lieu thereof, a replacement Term Note or other security document in the same principal amount thereof and otherwise of like tenor.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D EXHIBIT L hereto (each a "Term Note"), each dated as of the Closing Term Out Date and completed with appropriate insertions. Each Term Note shall have been duly and properly authorized and executed by the Borrower and shall have been delivered by the Borrower to the Lenders as of the Term Out Date. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Revolving Credit Loans outstanding on the Term Loan Out Date which have been converted into the Term Loan, and representing shall represent the obligation of the Borrower to pay to such Bank Lender such principal amount or(or the outstanding principal amount, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, ) plus interest accrued thereon, thereon as set forth below. The Borrower irrevocably authorizes each Bank Lender to make or cause to be made a an appropriate notation on such BankLender's Term Note Record record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any payment of principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid outstanding amount of the Term Loan set forth on such BankLender's Term Note Record record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record record shall not limit, increase, or otherwise affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and or interest on any Term Note when due.

The Term Notes. (a) The Term Loan shall be evidenced by separate amended and restated promissory notes of the Borrower in substantially the form of Exhibit D C hereto (each a "Term Note"), dated the Closing Date or the effective date of any future assignment made pursuant to Section 19 hereof and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan Exposure set forth on Schedule 1 and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth belowamount. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan Exposure and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall shall, absent manifest error, be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due. Notwithstanding the foregoing, the final principal payment shall be adjusted to reflect any amount not advanced to the Borrower.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D hereto ------- - (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the ----- ----- principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D F hereto (each a "Term Note"), dated the Closing Fifth Amendment Effective Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Term Loan Percentage of the maximum aggregate amount of the Term Loan set forth above in Section 3.1 and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Term Loan Percentage of the maximum aggregate amount of the Term Loan set forth above in Section 3.1 and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D hereto ------- - (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie ----- ----- evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D E hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Dollar Bank in a principal amount equal to such Dollar Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Dollar Bank such principal amount or, if less, the outstanding amount of such Dollar Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Dollar Bank to make or cause to be made a notation on such Dollar Bank's Term Note Record reflecting the original principal amount of such Dollar Bank's Commitment Percentage of the Term Loan and, at or about the time of such Dollar Bank's receipt of any principal payment on such Dollar Bank's Term Note, an appropriate notation on such Dollar Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Dollar Bank's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Dollar Bank, but the failure to record, or any error in so recording, any such amount on such Dollar Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D EXHIBIT B hereto (each a "Term Note"), dated the Closing Date (or such other date on which a Term Loan Lender may become a party hereto in accordance with SECTION 18 hereof) and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Term Loan Lender in a principal amount equal to such BankLender's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower Borrowers irrevocably authorizes authorize each Bank Term Loan Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D EXHIBIT C hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate -------------- promissory notes of the Borrower in substantially the form of Exhibit D C hereto --------- (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Term Commitment Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Term Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Term Commitment Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall be prima facie ----- ----- evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit EXHIBIT D hereto (each a "Term Note"), dated the Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Term Loan Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Term Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Term Loan Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall shall, absent manifest error, be prima facie PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit D EXHIBIT C hereto (each a "Term Note"), dated the Closing Date or the effective date of any future assignment made pursuant to Section 16 hereof and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank in a principal amount equal to such Bank's Commitment Loan Percentage of the Term Loan and representing the obligation of the Borrower to pay to such Bank such principal amount or, if less, the outstanding amount of such Bank's Commitment Loan Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes each Bank to make or cause to be made a notation on such Bank's Term Note Record reflecting the original principal amount of such Bank's Commitment Loan Percentage of the Term Loan and, at or about the time of such Bank's receipt of any principal payment on such Bank's Term Note, an appropriate notation on such Bank's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such Bank's Term Note Record shall shall, absent manifest error, be prima facie evidence of the principal amount thereof owing and unpaid to such Bank, but the failure to record, or any error in so recording, any such amount on such Bank's Term Note Record shall not affect the obligations of the Borrower hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.

The Term Notes. The Term Loan shall be evidenced by separate promissory notes of the Borrower Borrowers in substantially the form of Exhibit D hereto (each a "Term Note"), dated the Term Loan Closing Date and completed with appropriate insertions. One Term Note shall be payable to the order of each Bank Lender in a principal amount equal to such BankLender's Commitment Percentage of the Term Loan and representing the obligation of the Borrower Borrowers to pay to such Bank Lender such principal amount or, if less, the outstanding amount of such BankLender's Commitment Percentage of the Term Loan, plus interest accrued thereon, as set forth below. The Each Borrower irrevocably authorizes each Bank Lender to make or cause to be made a notation on such BankLender's Term Note Record reflecting the original principal amount of such BankLender's Commitment Percentage of the Term Loan and, at or about the time of such BankLender's receipt of any principal payment on such BankLender's Term Note, an appropriate notation on such BankLender's Term Note Record reflecting such payment. The aggregate unpaid amount set forth on such BankLender's Term Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such BankLender, but the failure to record, or any error in so recording, any such amount on such BankLender's Term Note Record shall not affect the obligations of the Borrower Borrowers hereunder or under any Term Note to make payments of principal of and interest on any Term Note when due.