Common use of Tranche B Term Notes Clause in Contracts

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this Agreement. Any Tranche B Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in subsection 2.8(b) and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan CommitmentCommitments." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest errorerror and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation recordation, or any error therein, shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this Agreement. Any Tranche B Term Note shall (i) be dated the Closing Amendment Effective Date, (ii) be payable as provided in subsection 2.8(bSection 2.7A(b) and (iii) provide for the payment of interest in accordance with subsection Section 4.1.

Tranche B Term Notes. (a) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan LenderLender made on or prior to the Effective Date (or, in the case of any Incremental Tranche B Term Loan, on or prior to the Incremental Tranche B Effective Date) or in connection with any assignment of its Loan, in order to evidence such Term Loan Lender's Tranche B Term Loan Loan, the Parent Borrower will execute and deliver to such Term Loan Lender a one or more promissory note notes substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche TRANCHE B Term NoteTERM NOTE") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a an aggregate principal amount equal to the lesser of (i) the sum of (A) the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1 I under the heading "Tranche B Term Loan Commitment." Each plus (B) the amount set forth opposite such Term Loan Lender's name on Schedule A-1 under the heading "Incremental Tranche B Term Loan Lender is hereby authorized to record Commitment" and (ii) the date, Type and unpaid principal amount of its the Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Loans made by such Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this AgreementLender. Any Each Tranche B Term Note shall (ix) be dated the Closing Effective Date (or, in the case of any Incremental Tranche B Term Loan, the Incremental Tranche B Effective Date), (iiy) be payable as provided in subsection 2.8(b) and (iiiz) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender Lender, or its valid and registered assigns, and in a principal amount equal to the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest errorerror and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation recordation, or any error therein, shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this Agreement. Any Tranche B Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in subsection 2.8(bSection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection Section 4.1.

Tranche B Term Notes. (a) The Each Tranche B Term Loan Borrower agrees thatto which a Tranche B Term Loan is made, upon the request of an applicable Lender, shall issue a promissory note to evidence the Administrative Agent Tranche B Term Loans made by any such Lender to such Tranche B Term Loan LenderBorrower, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 B-3 to this Agreement (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of such Lender's Tranche B Term Loan Commitment Percentage of the amount set forth opposite such Tranche B Term Loan LenderBorrower's name on Schedule 1.1 under the heading "signature pages hereto and the aggregate amount of the Tranche B Term Loan Commitment." Each (or portions thereof) made by such Lender to such Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Borrower. A Tranche B Term Loan, each continuation thereof, each conversion Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of all such assignment or a portion thereof to another Type, the date and amount transfer of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this Agreement. Any and the Obligation evidenced thereby in the Register (and each Tranche B Term Note shall (i) expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Tranche B Term Note shall be dated registered in the Closing DateRegister only upon surrender for registration of assignment or transfer of the Tranche B Term Note evidencing such Obligation, (ii) be payable as provided accompanied by an Assignment and Acceptance substantially in subsection 2.8(b) the form of Exhibit I duly executed by the Assignor thereof, and (iii) provide for the payment of interest in accordance with subsection 4.1.thereupon one or more new Tranche B Term Notes

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such of each Lender shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement Tranche B Term Note to any Tranche B Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term Loan), A-2 with appropriate insertions therein as to payee, date and principal amountamount (a "TRANCHE B TERM NOTE"), payable to the order of such Lender and representing the obligation of the Borrower to pay the amount of the Tranche B Term Loan Lender and in a principal amount equal to the amount set forth opposite made by such Tranche B Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." . Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, Loan and the date and amount of each payment or prepayment of principal thereof and each Conversion of its Tranche B Term Loan all or a portion thereof to another Type and, and in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules schedule annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, shall constitute prima facie evidence of the accuracy of the information so recorded; provided, provided that the failure by any Tranche B Term Loan of such Lender to make any such recordation shall not impair or otherwise affect any the validity or enforceability of the obligations of the Borrower under such its Tranche B Term Note or this AgreementNote. Any Each Tranche B Term Note shall (ia) be dated the Closing Date, (iib) be stated to mature in installments in amounts equal to such Lender's Tranche B Term Loan Commitment Percentage of the amounts, and payable as provided in subsection 2.8(b) on the dates, set forth on Schedule 2.4, and (iiic) provide bear interest for the payment of period from the date thereof on the unpaid principal amount thereof at the applicable interest rates per annum specified in accordance with subsection 4.1Section 5.1.

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan LenderLender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, 40 47 replaced or otherwise modified from time to time, a "Tranche B Term Note") (and will execute and deliver a replacement ; the Tranche A Term Notes together with the Tranche B Term Note to any Tranche B Notes, the "Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term LoanNotes"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite under such Tranche B Term Loan Lender's name on Schedule 1.1 under I opposite the heading "Tranche B Term Loan Commitment." Each and (b) the then unpaid principal amount of the Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any Loans made by such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this AgreementBorrower. Any Tranche B Term Note shall (i) be dated the Closing Effective Date, (ii) be payable as provided in subsection 2.8(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. A Tranche B Term Note may be assigned or otherwise transferred only by registration of such assignment or transfer in the Register (and each Tranche B Term Note shall expressly so provide). Any assignment or transfer of a Tranche B Term Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Tranche B Term Note accompanied by an Assignment and Acceptance duly executed by the assigning Tranche B Term Loan Lender, and thereupon a new Tranche B Term Loan Note shall be issued to the designated Assignee and the surrendered Tranche B Term Loan Note shall be returned by the Administrative Agent to the Borrower marked "cancelled". No assignment of a Tranche B Term Loan Note shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.8(a).

Tranche B Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Term Loan Lender, in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche B Term Note") (; Tranche A Term Notes, and will execute and deliver a replacement Tranche B Term Note Notes when hereinafter referred to any Tranche B collectively shall be referred to as "Term Lender 45 40 which has an outstanding Original Tranche B Term Loan and which makes an Additional Tranche B Term LoanNotes"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Term Loan Lender and in a principal amount equal to the amount set forth opposite such Tranche B Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche B Term Note or this Agreement. Any Tranche B Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in subsection 2.8(b) and (iii) provide for the payment of interest in accordance with subsection 4.1.