Common use of Register Clause in Contracts

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrowers, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the Administrative Agent and, if required, Holdings and each L/C Issuer to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Assumption and (ii) promptly record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Section 11.06(c). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers, any Lender (with respect to any entry relating to such Lender’s Commitment or Loans) and any L/C Issuer, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent to serve Agent, Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.059.06(e), otherwise complies with Section 9.06, and the Borrower hereby agrees that, prior to such recordation all amounts owing to the extent transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officersdelivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower, directorsthe Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled at any time that a request for a consent for a material or substantive change to the benefits Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower may not replace any Lender pursuant to Section 2.08(b), unless, with respect to any Notes held by such Lender, the requirements of Section 11.039.06(c) and this Section 9.06(e) have been satisfied.

Register. The Borrowers hereby designate the Administrative Agent (or its agent or sub-agent appointed by it) shall to serve as the Borrowers’ agent, solely for the purpose of this paragraph, to maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of Notice of Assignment delivered to the Administrative Agent pursuant to Section 13.03(b). The entries in the Register shall be conclusive, absent in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person in whose name a Loan is recorded in registered as the Register pursuant to the terms hereof as a Lender hereunder owner thereof for all purposes of this Credit Agreement, notwithstanding notice or any provisions herein to the contrary. A Lender’s Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Notice of Assignment duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. The Register shall be available for inspection by the Borrower or Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with advances made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of such advances of each Lender and to (ii) retain a copy of each Assignment and Assumption Agreement delivered to the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of such advances. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall treat each Person in whose name an advance is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any advance made pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 9.06(e), otherwise complies with Section 9.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.04(b), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Notes held by such capacityLender, the Administrative Agent requirements of subsection 9.06(c) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 9.06(e) have been satisfied.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices in The City of New York a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender (including any SPV designated pursuant to Section 9.04(f) to provide all or any part of a Loan) pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agent, the Issuing Banks Bank and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and . Upon its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment receipt of, or principal amount of and stated interested on the Loans owing to such Lender. The consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment Questionnaire completed in respect of the principal amount assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the LoansAdministrative Agent and, and any such recordation shall be conclusive and binding on if required, the Borrower and each Lenderthe Issuing Bank to such assignment and any applicable tax forms, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as shall (i) accept such Assignment and Assumption and (ii) promptly record the Borrower’s agent solely for purposes of maintaining information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent Agents, acting solely for this purpose as agents of the Borrower (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Global Agent’s Office and U.S. Agent’s Office, a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of the Loans, Bankers’ Acceptances, BA Equivalent Notes and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by each of the Borrower or any Lender Borrower, the Lenders, the L/C Issuers and the Swing Line Lender, at any reasonable time and from time to time upon reasonable prior notice; provided . In addition, at any time that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited a request for a consent for a material or substantive change to the entries Loan Documents is pending, any Lender may request and receive from the Agents a copy of the Register. Upon its receipt of and, if required, consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, such Eligible Assignee’s completed Administrative Questionnaire and any tax forms required by Section 3.01 (unless such assignee is already a Lender), together with respect to such Lender including the Revolving Commitment offee payable under Section 11.06(b)(iii), or principal amount of and stated interested the Agents will, on the Loans owing to such Lender. The Administrative Agent shall recordeffective date thereof, or shall cause to be recorded, in record the Register the Revolving Commitments Assignment and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding Assumption on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Register.

Register. The Administrative TheEach Borrower hereby designates the Agent (or its agent or sub-agent appointed by it) shall to serve as thesuch Borrower’s agent, solely for the purpose of this Section, to maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in ) on which the Register shall be conclusiveAgent will record each Lender’s Commitment, absent manifest error, the Loans made by each Lender and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender Notes evidencing such Loans (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans interest) owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation annexed to which the Agent shall be conclusive and binding on retain a copy of each Lender Assignment Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the BorrowerObligor’s Obligations in respect of any Loansuch Loans or Notes. The Borrower hereby designates entries in the Administrative Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Agent to serve and the Lenders shall treat each Person in whose name a Loan and related Note is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Loans or the Notes evidencing such Loans made pursuant thereto shall be registered in the Register only upon delivery to the Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Agent as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Section.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrowers, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of the Loans, acceptance and purchase of any B/As and L/C Obligations and the interest on the Loans thereon owing to, and drawings under Letters of Credit owing paid to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower or any Lender Parent Borrower, the Agents, the Lenders (solely with respect to each Lender’s own Loans and Commitments) and the L/C Issuers at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.06 and any written consent to such assignment required by paragraph (b) of this Section 11.06, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible Assignee shall have failed to make any payment required to be made by it pursuant to Section 2.02(b), 2.03(c), 2.04(b), 2.11(b) or 11.04(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information contained therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Credit Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at one of its Principal Office offices in Toronto, Ontario a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit Accommodations Outstanding owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation shall, acting solely for this purpose and as agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Accommodations Outstanding or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information contained relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each Person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03contrary.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Xxxxxx’s Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the principal amounts (and stated interest) of the Loans owing to each Lender in accordance with the provisions of Section 11.049.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent Scotiabank to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.5, and the Borrower hereby agrees that, to the extent the Administrative Agent Scotiabank serves in such capacity, the Administrative Agent Scotiabank and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) Issuer shall maintain keep at its Principal Office principal office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”) in which the Issuer shall provide for the registration of the Notes (including, without limitation, principal amounts and interest thereon) and the transfer of the same. Upon surrender for registration of transfer of any Notes in accordance with Section 16.3 at the principal office of the Issuer and at the written request of the applicable Purchaser, the Issuer shall record such transfer in the Register and the Issuer shall, at its expense, promptly execute and deliver one or more new Notes, as applicable, of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Note in the appropriate amount registered in the names of such transferor. While the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer shall provide the Purchasers with the information specified in, and meeting the requirements of Rule 144A(d)(4) under the Securities Act in connection with any proposed transfer. The requirement that the ownership and transfer of the Notes shall be reflected in the Register is intended to ensure that the Notes qualify as an obligation issued in “registered form” as that term is used in Sections 163(f), 871(h), and 881(c) of the Internal Revenue Code and shall be interpreted accordingly and, notwithstanding anything to the contrary in this Agreement, no Notes (or any part thereof) may be sold, assigned or transferred without such sale, assignment or transfer being reflected in the Register. The entries in the Register shall be conclusive, conclusive absent manifest demonstrable error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to shall be treated as the terms hereof as a Lender hereunder holder of the Note for all purposes of under this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment ofprovided, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the BorrowerIssuer’s Obligations in respect of any Loanthe Notes. The Borrower hereby designates the Administrative Agent Register shall be available for inspection by any Purchaser (with respect to serve as the Borrowerany entry relating to such Purchaser’s agent solely for purposes Note) at any reasonable time and from time to time upon reasonable prior notice and a copy of maintaining the Register as shall be provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and upon its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03request.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at one of its Principal Office offices in Atlanta, Georgia, a register for the recordation of the names and addresses of Lenders Lenders, and the Revolving Commitments and Loans of, and principal amount of and interest on amounts of the Loans owing to, and drawings payments or disbursements made by the Issuing Bank pursuant to a drawing under Letters a Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Representative, the Issuing Bank (with respect to its own interests), Collateral Agent, the Swing Line Lender (with respect to its own interests) and any Lender (with respect to its own interests) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, record in the Register the Revolving Commitments Commitments, the Loans, purchases and the sales by such Lender of participations in Letters of Credit and Swing Line Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the LoansLoans (and stated interest thereon), and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrowers’ Obligations in respect of any Loan. The Each Borrower hereby designates the entity serving as Administrative Agent to serve as the Borrowersuch Xxxxxxxx’s non-fiduciary agent solely for purposes of maintaining the Register (and such agency being solely for tax purposes) as provided in this Section 2.052.06, and the each Borrower hereby agrees that, to the extent the Administrative Agent such entity serves in such capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Term Loans of, (and principal amount related interest and fee amounts) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Commitments and Term Loans or (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Commitments and Term Loans except upon the occurrence and during the continuance of an Event of Default)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Term Loans (and related interest amounts), as well as any assignments thereof, in accordance with the provisions of Section 11.049.6, and each repayment or prepayment in respect of the principal amount (and related interest and fee amounts) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that any failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrower Obligations in respect of any Term Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.8. The parties hereto shall treat each Person listed in the Register as the owner of the applicable Term Loan, and the Borrower hereby agrees that, notwithstanding notice to the extent contrary. This Section 2.8(b) is intended to establish a “book entry system” within the Administrative Agent serves in meaning of Treasury regulation Section 5f.103-1(c)(1)(ii) and shall be interpreted consistently with such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03intent.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent conclusive in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0411.06, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.07, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation . The entries in the Register shall be conclusive and binding on the Borrower and each Lenderconclusive, absent manifest error; provided that failure to make any such recordation, or any error in such recordationand binding on Borrower, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loaneach Lender and Administrative Agent. The Borrower, each Lender and Administrative Agent shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.7, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Borrowers hereby designate the Administrative Agent (or its agent or sub-agent appointed by it) shall to serve as the Borrowers’ agent, solely for the purpose of this paragraph, to maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of Notice of Assignment delivered to the Administrative Agent pursuant to Section 13.03(b). The entries in the Register shall be conclusive, absent in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person in whose name a Loan is recorded in registered as the Register pursuant to the terms hereof as a Lender hereunder owner thereof for all purposes of this Agreement, notwithstanding notice or any provisions herein to the contrary. A Lender’s Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Notice of Assignment duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. The Register shall be available for inspection by the Borrower or Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than hereby designates the Administrative Agent and its Affiliatesto serve as the Borrower's agent, solely for the purpose of this Section, to maintain a register (the "Register") shall be limited to on which the entries with respect to such Lender including the Revolving Commitment ofAdministrative Agent will record each Lender's Commitment, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments made by each Lender and the Loans in accordance with the provisions of Section 11.04Notes evidencing such Loans, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation annexed to which the Administrative Agent shall be conclusive and binding on retain a copy of each Lender Assignment Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s 's or any other Obligor's Obligations in respect of any Loansuch Loans or Notes. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining entries in the Register as provided shall be conclusive, in this Section 2.05the absence of manifest error, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityBorrower, the Administrative Agent and its officersthe Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this Agreement, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled notwithstanding notice or any provision herein to the benefits contrary. A Lender's Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of Section 11.03such assignment or transfer in the Register. Any assignment or transfer of a Lender's Commitment or the Loans or the Notes evidencing such Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Revolving Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans and L/C Obligations and the interest thereon owing to, and drawings under Letters of Credit owing paid to, each Revolving Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Revolving Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Revolving Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or any Borrower, each L/C Issuer and, solely with respect to its Revolving Commitment, Loans and L/C Obligations and the interest thereon, each Revolving Lender at any reasonable time and from time to time upon reasonable prior notice; provided that . Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Revolving Lender and an assignee, the assignee’s completed Administrative Questionnaire and the forms required to be delivered pursuant to Section 3.01(e) (unless the assignee shall already be a Revolving Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.06 and any consent to such assignment required by this Section 11.06, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) Register. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Credit Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Each Borrower hereby designates the Administrative Agent to serve as each Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the each Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent to serve Agent, Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.059.06(e), otherwise complies with Section 9.06, and the Borrower hereby agrees that, prior to such recordation all amounts owing to the extent transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officersdelivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrowers, directorsthe Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled at any time that a request for a consent for a material or substantive change to the benefits Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. No Borrower may replace any Lender pursuant to Section 2.08(b), unless, with respect to any Notes held by such Lender, the requirements of Section 11.03.9.06(c) and this Section 9.06(e) have been satisfied. Section 9.07

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments Commitment and Loans of, (and principal amount stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders (but not any information with respect to such other Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans (and stated interest) in accordance with the provisions of Section 11.0410.06, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments Commitment or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.07, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon the Administrative Agent’s receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(c). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrower, the Issuing Bank and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared . In connection with each Lender (other than the Administrative Agent and its Affiliates) shall be limited any changes to the entries with respect to such Lender including the Revolving Commitment ofRegister, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityif necessary, the Administrative Agent will reflect the revisions on Annex I and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled forward a copy of such revised Annex I to the benefits of Section 11.03Borrower, the Issuing Bank and each Lender.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall shall, solely in this capacity as a non-fiduciary agent of the Borrowers, maintain at one of its Principal Office offices located in the United States a register for the recordation of the names and addresses of Lenders (including any assignments and the Revolving Commitments assumptions) and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior written notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Delayed Draw Term Loan Commitments and the Loans in accordance with the provisions of Section 11.0410.06(b), and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments Delayed Draw Term Loan Commitment or the Borrower’s Borrowers’ Obligations in respect of any Loan. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower Borrowers hereby agrees agree that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) ), solely for this purpose acting as a non-fiduciary agent of the Borrower, shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans, (ii) the identity of the other Lender’s (but, except with respect to Borrower, not any information with respect to such other Lenders’ Loans) and (iii) any entry relating to the Loans of Sponsor Affiliated Lenders) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.7, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all 110 Table of Contents purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . At the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount request of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent shall annotate the Register to reflect any collateral assignment of the Obligations owed to that Lender and, provided that the Administrative Agent has been given the name and its officersaddress of such collateral assignee, directorsthe Administrative Agent (i) shall not reflect further transfers of such Obligations on the Register absent receipt of written consent to such transfers from such collateral assignee and (ii) shall record the transfer of such Obligations on the Register to such collateral assignee (or such collateral assignee’s designee, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03nominee or assignee) upon written request by such collateral assignee.

Register. The Administrative Agent (or its agent or sub-sub agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of (and stated interest on on) the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans, and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the each Borrower and each Lender, absent manifest error; provided provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.4 and Section 10.6, and the such Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directorsDirectors, employees, agents, sub-agents agents, and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrowers, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of the Loans, acceptance and purchase of any B/As and L/C Obligations and the interest on the Loans thereon owing to, and drawings under Letters of Credit owing paid to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower or any Lender Parent Borrower, the Agents and the L/C Issuers at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in . In addition, any Lender may review a copy of the Register which is shared with each Lender (other than at the office of the Administrative Agent and its Affiliates) shall be limited to the entries during normal business hours, but with respect to such Lender’s own Loans and Commitments only. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender including and an Eligible Assignee, the Revolving Commitment ofEligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), or principal amount the processing and recordation fee referred to in paragraph (b) of this Section 11.06 and stated interested on the Loans owing any written consent to such Lender. The assignment required by paragraph (b) of this Section 11.06, the Administrative Agent shall record, accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible Assignee shall cause have failed to make any payment required to be recordedmade by it pursuant to Section 2.02(b), 2.03(c), 2.04(b), 2.11(b) or 11.04(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register the Revolving Commitments unless and the Loans until such payment shall have been made in accordance full, together with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation all accrued interest thereon. No assignment shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Credit Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers, shall, at all times while the Loans and LC Disbursements (or its agent or sub-agent appointed by itany of them) shall are outstanding, maintain at one of its Principal Office offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers, the Issuing Banks, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. The requirements of this Section 11.04(d) are intended to result in any and all Loans and LC Disbursements being in “registered form” for purposes of Section 871, Section 881 and any other applicable provision of the Code, and shall be interpreted and applied in a manner consistent therewith. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Commitments and Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information contained relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each Person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent contrary. For the Administrative Agent serves in such capacityavoidance of doubt, the Administrative Agent and (in its officers, directors, employees, agents, sub-agents and Affiliates capacity as Administrative Agent) shall constitute “Indemnitees” entitled to the benefits of Section 11.03have no responsibility for maintaining a Participant Register.

Register. The Administrative Agent (or its Fiscal Agent, as agent or sub-agent appointed by it) of the Issuer for the purpose, shall maintain at its Principal Office corporate trust office in the Borough of Manhattan, The City of New York, a register for each Series of Securities for the recordation registration and registration of transfers of Securities of such Series. Upon presentation for the purpose at the said office of the names and addresses Fiscal Agent of Lenders any Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Revolving Commitments Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Securities of a Series, the Issuer and Loans ofthe Fiscal Agent shall each be deemed to have approved the form of instrument of transfer, if any, printed on any definitive Security of such Series), executed by the registered Holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for the Securities of such Series, and principal amount a new Security of such Series and interest on of like tenor shall be authenticated and issued in the Loans owing to, name of the transferee. Transfers and drawings under Letters exchanges of Credit owing to, each Lender Securities of a Series shall be subject to such restrictions as shall be set forth in the text of the Securities of such Series and such reasonable regulations as may be prescribed by the Issuer. Successive registrations and registrations of transfers as aforesaid may be made from time to time (the “Register”). The entries in the Register as desired, and each such registration shall be conclusive, absent manifest error, and noted on the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementSecurity. The Register No service charge shall be available made for inspection any registration, registration of transfer or exchange of the Securities of a Series unless otherwise provided by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of the Securities of such Series. Any Transfer Agent appointed pursuant to Section 11.042 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities. Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfer or exchange of Securities of a Series during any periods in which registrations of transfer or exchange shall not be required, and each repayment or prepayment as set forth in respect the text of the principal amount Securities of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Series.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Company, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of (and stated interest on on) the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Company and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed administrative questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.1(b)(ii) or (iii), 2.1(c)(iv), 2.20, 2.21.2, 2.21.5 or 9.6(c), the Administrative Agent shall have no obligation to accept such Assignment Agreement and record the information contained therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at its the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The In the absence of manifest error, the entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation as described in Section 12.6(d) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information contained relating to a Participant’s interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03contrary.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices in the United States, a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . (d) Any Lender may at any time, without the information contained in consent of, or notice to, the Register which is shared with each Lender Borrower or the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to any Person (other than a natural Person or the Administrative Agent and Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on and/or the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest errorit); provided that failure to make any (i) such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent Agent, the Issuing Bank and Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.2(c) with respect to any payments made by such Lender to its officersParticipant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, directorsmodification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, employeeswithout the consent of the Participant, agentsagree to any amendment, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits modification or waiver described in clauses (b) or (c) of Section 11.03.11.4

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent to serve Agent, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.059.06(e), otherwise complies with Section 9.06, and the Borrower hereby agrees that, prior to such recordation all amounts owing to the extent transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officersdelivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled at any time that a request for a consent for a material or substantive change to the benefits Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower may not replace any Lender pursuant to Section 2.08(b), unless, with respect to any Notes held by such Lender, the requirements of Section 11.039.06(c) and this Section 9.06(e) have been satisfied.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of all Lenders and Issuing Banks; the Revolving Commitments and Loans of, of each Lender and Issuing Bank; and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender or Issuing Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender or Issuing Bank (with respect to (i) any entry relating to such Lender’s or Issuing Bank’s Loans or L/C Obligations or (ii) the identity of the other Lenders and Issuing Banks (but not any information with respect to such other Lenders’ or Issuing Bank’s Loans or L/C Obligations)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.049.6 (Successors and Assigns; Participations), and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Borrower, each Lender and each LenderIssuing Bank, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Issuing Bank’s Commitment or Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.5(b), and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In connection with each assignment of Pre-Funded L/C Deposits, the Pre-Funded L/C Deposit of the assignor Lender shall not be released, but shall instead be purchased by the relevant assignee and continue to be held for application (to the extent not already applied) in accordance with Article II to satisfy such assignee’s obligations in respect of Pre-Funded L/C Deposit Account Loans and Pre-Funded Letters of Credit. The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower or any Lender and each L/C Issuer at any reasonable time and from time to time upon reasonable prior notice; provided . In addition, at any time that a request for a consent for a material or substantive change to the information contained Loan Documents is pending, any Lender wishing to consult with other Lenders in the Register which is shared with each Lender (other than connection therewith may request and receive from the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect a copy of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Register.

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers (or its agent or sub-agent appointed by it) the “ Registrar ”), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and the principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender pursuant to the terms hereof from time to time (the “Register“ Register ”). No assignment or transfer of a Loan or a Commitment shall be effective unless and until registered in the Register. The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited , notwithstanding notice to the entries with respect to such Lender including the Revolving Commitment ofcontrary, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall recordprovided that, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the any Borrower’s or other Loan Party’s Obligations in respect of any Loan. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Borrower hereby designates the entity serving as the Administrative Agent to serve as the such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05Section, and the each Borrower hereby agrees that, to that the extent the Administrative Agent serves in such capacity, the Administrative Agent entity serving as Registrar and its Affiliates, and their respective officers, directors, employees, agents, sub-employees and agents and Affiliates shall constitute “Indemnitees” entitled Indemnitees under Section 12.05 . At the request of the registered Lender, the Registrar shall note a collateral assignment of a Loan on the Register and, provided that the Registrar has received the name and address of such collateral assignee, the Registrar (i) shall not permit any further transfers of the Loan on the Register absent receipt of written consent to such transfers from such collateral assignee and (ii) shall record the benefits transfer of Section 11.03the Loan on the Register to such collateral assignee (or such collateral assignee’s designee, nominee or assignee) upon written request by such collateral assignee.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon the Administrative Agent’s receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 12.04(b) and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(c). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the any Issuing Banks Bank and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrower, the Issuing Banks and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared . In connection with each Lender (other than the Administrative Agent and its Affiliates) shall be limited any changes to the entries with respect to such Lender including the Revolving Commitment ofRegister, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityif necessary, the Administrative Agent will reflect the revisions on Annex I and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled forward a copy of such revised Annex I to the benefits of Section 11.03Borrower, the Issuing Banks and each Lender.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this subsection 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 9.06(e), otherwise complies with Section 9.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower, the Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.08(b), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Notes held by such capacityLender, the Administrative Agent requirements of subsection 9.06(c) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 9.06(e) have been satisfied.

Register. The Company hereby designates the Administrative Agent (or to serve as its agent or sub-agent appointed by it) shall agent, solely for purposes of this Section 11.13, to maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in ) on which it will record the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitment from time to time upon reasonable prior notice; provided that of each of the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment ofLenders, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in made by each of the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, Lenders and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and Loans of each Lender, absent manifest error; provided that failure . Failure to make any such recordation, or any error in such recordation, shall not affect any Lenderthe Company’s Revolving Commitments or the Borrower’s Obligations obligations in respect of any Loansuch Loans. The Register shall be available for inspection by Borrower hereby designates and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to serve as the Borrower’s agent solely for purposes ownership of maintaining the Register as provided in this Section 2.05, such Commitment and the Borrower hereby agrees that, Loans and prior to such recordation all amounts owing to the extent transferor with respect to such Commitment and Loans shall remain owing to the transferor. The registration of the assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officers, directors, employees, agents, sub-agents delivered Assignment and Affiliates shall constitute “Indemnitees” entitled Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the benefits Administrative Agent for acceptance and registration of the assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Company agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.0311.13 other than those resulting from the Administrative Agent’s willful misconduct or gross negligence.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) ), acting solely for U.S. federal income tax purposes as an agent of the Borrower, shall maintain at its Principal Office a register for the recordation of the names and addresses of the Lenders and the Revolving Commitments Loans (including both principal and Loans of, and principal amount stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.4, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of this subsection 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations 's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Revolving Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Revolving Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 9.06(e), otherwise complies with Section 9.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Revolving Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Revolving Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.07(b), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Revolving Notes held by such capacityLender, the Administrative Agent requirements of subsection 9.06(c) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 9.06(e) have been satisfied.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest errorpresumed correct, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent will maintain on the Register information regarding the designation by the Administrative Agent of, and revocation of any such designation, any Lender known to the Administrative Agent as being a Defaulting Lender. The Register shall be available for inspection by each of the Borrower or any Lender and the L/C Issuers at any reasonable time and from time to time upon reasonable prior notice; provided . In addition, at any time that a request for a consent for a material or substantive change to the information contained Loan Documents is pending, any Lender wishing to consult with other Lenders in the Register which is shared with each Lender (other than connection therewith may request and receive from the Administrative Agent a copy of the Register. Upon its receipt of an Assignment and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, Assumption executed in the Register the Revolving Commitments and the Loans in accordance conformity with the provisions of this Section 11.0410.06, and each repayment or prepayment payment to it of all fees due and payable with respect thereto, the Administrative Agent shall accept such Assignment and Assumption and record it in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanRegister. The Borrower hereby designates agrees that the Administrative Agent acting as its agent solely for the purpose set forth above in this clause (c), shall not subject the Administrative Agent to serve as any fiduciary or other implied duties, all of which are hereby waived by the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this subsection 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 9.06(e), otherwise complies with Section 9.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.08(b), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Notes held by such capacityLender, the Administrative Agent requirements of subsection 9.06(c) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 9.06(e) have been satisfied.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans ofLenders, and principal amount amounts of (and stated interest on on) the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (1) any entry relating to such Lender’s Loans and (2) the identity of the other Lenders, but not any information with respect to such other Lenders’ Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0411.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.4, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03”.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain maintain, at its Principal Office address referred to in Section 10.1, a register for the recordation of the names and addresses of the Lenders and (including any Person that becomes a Lender in accordance with Section 2.2.12 of this Agreement), the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time and the name of each Lender which holds a Note (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrower, the Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, record in the Register (a) the Revolving Commitments and the Loans in accordance with from time to time of each Lender, (b) the provisions interest rates applicable to all Loans and the effective dates of Section 11.04all changes thereto, (c) the Interest Period for each SOFR Loan, (d) the date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder, (e) each repayment or prepayment in respect of the principal amount of the LoansLoans of each Lender, (f) the amount of any sum received by Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof, and any (g) such recordation other information as the Administrative Agent may determine is necessary for the administering of the Loans and this Agreement. Any such recording shall be conclusive and binding on in the Borrower and each Lender, absent absence of manifest error; provided that neither the failure to make any such recordation, or nor any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates applicable Loans or otherwise; and provided, further, that in the Administrative Agent to serve as the Borrower’s agent solely for purposes event of maintaining any inconsistency between the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityany Lender’s records, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates Register shall constitute “Indemnitees” entitled to the benefits of Section 11.03govern absent manifest error.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of Borrower, shall maintain maintain, at its Principal Office address referred to in Section 11.1, a register for the recordation of the names and addresses of the Lenders and (including any Person that becomes a Lender in accordance with Section 11.5 of this Agreement), the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time and the name of each Lender which holds a Note (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained . Administrative Agent shall record in the Register which is shared with each Lender (other than a) the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with from time to time of each Lender, (b) the provisions interest rates applicable to all Loans and the effective dates of Section 11.04all changes thereto, (c) the Interest Period for each LIBOR Loan, (d) the date and amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder, (e) each repayment or prepayment in respect of the principal amount of the LoansLoans of each Lender, (f) the amount of any sum received by Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof, and any (g) such recordation other information as Administrative Agent may determine is necessary for the administering of the Loans and this Agreement. Any such recording shall be conclusive and binding on in the Borrower and each Lender, absent absence of manifest error; provided that neither the failure to make any such recordation, or nor any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loanapplicable Loans or otherwise; and provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the Register shall govern absent manifest error. The Borrower hereby designates Register is intended to cause the Administrative Agent Commitments and Loans to serve as be in registered form within the Borrower’s agent solely for purposes meaning of maintaining the Register as provided in this Section 2.05Sections 163(f), 871(h)(2), and 881(c)(2) of the Borrower hereby agrees thatCode, to the extent the Administrative Agent serves in such capacityTreasury regulation Sections 5f.103-1(c) and 1.871-14(c), the Administrative Agent and its officers, directors, employees, agents, subProposed Treasury regulations Section 1.163-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.035(b).

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation as described in Section 13.6.(d) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information contained relating to a Participant's interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03contrary.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders (and each assignee thereof) and the Revolving Commitments and Term Loans of, (and principal amount related interest amounts) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (provided that any such Lender may only inspect (i) any entry relating to such Lender’s Commitments and Term Loans or (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Commitments and Term Loans except upon the occurrence and during the continuance of an Event of Default)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Term Loans (and related interest amounts), as well as any assignments thereof, in accordance with the provisions of Section 11.049.6, and each repayment or prepayment in respect of the principal amount (and related interest amounts) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower Borrower, each other Loan Party and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrower Obligations in respect of any Term Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.4. The parties hereto shall treat each Person listed in the Register as the owner of the applicable Term Loan, and the Borrower hereby agrees that, notwithstanding notice to the extent contrary. This Section 2.4(b) is intended to establish a “book entry system” within the Administrative Agent serves in meaning of Treasury Regulation Section 5f.103-1(c)(1)(ii) and shall be interpreted consistently with such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03intent.

Register. The Each Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and in respect of the applicable facility, the repayment or prepayment in respect of the principal amount of Loans and, with respect to the Revolving Facility Administrative Agent, the Revolving Commitments and Revolving Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Revolving Lender from time to time (the each such register referred to herein as a “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Each Register shall be available for inspection by the Borrower or any Term Loan Lender or Revolving Lender, as the case may be (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)), at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Term Administrative Agent shall record, or shall cause to be recorded, in the applicable Register the Revolving Commitments and the Term Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Term Loans, and any such recordation shall be conclusive and binding on Borrower. Each Revolving Lender and the Revolving Facility Administrative Agent shall record, or shall cause to be recorded, in the applicable Register the Revolving Commitments and the Revolving Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Revolving Loans, and any such recordation shall be conclusive and binding on Borrower and each Revolving Lender, absent manifest error; provided that . Notwithstanding the two preceding sentences, the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Term Loans or Revolving Commitments Loans and Revolving Commitments, as the case maybe, or the Borrower’s Credit Agreement Obligations in respect of any LoanTerm Loans or Revolving Loans and Revolving Commitments. The Borrower hereby designates the each Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the applicable Register as provided in this Section 2.052.7, and the Borrower hereby agrees that, to the extent the any Administrative Agent serves in such capacity, the such Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of all Lenders and Issuing Banks; the Term Loan Commitment, Revolving Commitments Commitment or DSR Commitment and Loans of, of each Lender and Issuing Bank; and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender or Issuing Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender or Issuing Bank (with respect to (i) any entry relating to such Lender’s or Issuing Bank’s Loans or L/C Obligations or (ii) the identity of the other Lenders and Issuing Banks (but not any information with respect to such other Lenders’ or Issuing Bank’s Loans or L/C Obligations)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Term Loan Commitments, Revolving Commitments or DSR Commitments and the Loans in accordance with the provisions of Section 11.0410.6 (Successors and Assigns; Participations), and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Borrower, each Lender and each LenderIssuing Bank, absent manifest error; provided provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s or Issuing Bank’s Term Loan Commitment, Revolving Commitments Commitment or the DSR Commitment or Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.6, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The (i) Each Loan and any Note shall be issued in registered form and shall be transferable only upon a register (the “Register”) maintained by the Administrative Agent as Registrar (or its the “Registrar”), acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrowers. The Registrar shall maintain the Register at one of its Principal Office a register offices in the United States for the recordation of the names and addresses of Lenders the owners of the Notes and/or Loans from time to time. The Registrar shall record on the Register the names and addresses of Lenders, and the Revolving Commitments and Loans of, and the principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time time. In addition, the Registrar shall record each transfer of a Note and/or Loan to a transferee on the Registrar upon written notification by the registered owner of such transfer (with the “Register”Registrar being allowed to rely conclusively on any such notification). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, Agent and Lenders may deem and treat the Issuing Banks and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder the owner of the Note and Loan for all purposes the purpose of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment receiving payment of, or on account of, the principal amount of and stated interested interest due on the Loans owing Note and Loan and for all other purposes, notwithstanding notice to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest errorcontrary; provided that that, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrowers’ Obligations in respect of any Loan. The Borrower Register shall be available for inspection by the Borrowers and the Lenders, at any reasonable time and from time to time upon reasonable prior notice. The Borrowers hereby designates the entity serving as Administrative Agent to serve as the Borrower’s Borrowers’ agent solely for purposes of maintaining the Register as provided in this Section 2.05Section, and the Borrower Borrowers hereby agrees agree that, to the extent the Administrative Agent such entity serves in such capacity, the entity serving as Administrative Agent and its Affiliates, and its Affiliates’ officers, directors, employees, agents, sub-employees and agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of under Section 11.03.13.11. 106

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. Upon, and to the extent of, any assignment (unless otherwise stated therein) made by any Lender hereunder, the assignee or purchaser of such assignment shall be a Lender hereunder for all purposes of this Agreement and shall have all the rights, benefits and obligations (including the obligation to provide documentation pursuant to Section 2.17(G)) of a Lender hereunder. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices a register (the “Register”) for the recordation of the names and addresses of the Lenders. Each Funding Agent, in accordance with its usual practice records evidencing the indebtedness of the Borrower to the Lenders in the related Lender Group resulting from each Advance made by such Lenders shall maintain at one of its offices a register for the recordation of the outstanding principal amounts (and accrued interest) of the Revolving Commitments and Loans of, and principal amount of and interest on Advances owing to each such Lender pursuant to the Loans owing to, and drawings under Letters of Credit owing to, each Lender terms hereof from time to time (the “Register”)and any assignment of such outstanding Advances. The entries in on the Register maintained pursuant to this Section 10.8(C) shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Funding Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Borrower, the Paying Agent and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount . Any failure of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, Funding Agent or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as maintain such records or make any entry therein or any error therein shall not in any manner affect the Borrower’s agent solely for purposes obligations of maintaining the Register as provided in Borrower under this Section 2.05, Agreement and the Borrower hereby agrees that, to other Transaction Documents. In the extent event of any conflict between the records maintained by any Funding Agent and the records maintained by the Administrative Agent serves in such capacitymatters, the records of the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to control in the benefits absence of Section 11.03manifest error.

Register. The Administrative Borrower hereby designates the Agent (or its agent or sub-agent appointed by it) shall to serve as the Borrower’s agent, solely for the purpose of this Section, to maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in ) on which the Register shall be conclusiveAgent will record each Lender’s Commitment, absent manifest error, the Loans made by each Lender and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to Notes evidencing such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04Loans, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation annexed to which the Agent shall be conclusive and binding on retain a copy of each Lender Assignment Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligations in respect of any Loansuch Loans or Notes. The Borrower hereby designates entries in the Administrative Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent to serve and the Lenders shall treat each Person in whose name a Loan and related Note is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. A Lender’s Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender’s Commitment or the Loans or the Notes evidencing such Loans made pursuant thereto shall be registered in the Register only upon delivery to the Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender’s Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Agent as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Section.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Credit Commitments and Loans of, and principal amount of amounts (and interest on amounts) of the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower or Borrower, any Lender L/C Issuer and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or to the information contained in the Register extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited the parties to the entries Assignment and Assumption are participants, together with respect any Note or Notes subject to such assignment, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender including the Revolving Commitment ofhereunder), or principal amount of any applicable tax forms and stated interested on the Loans owing any written consent to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions assignment required by paragraph (b) of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity10.06, the Administrative Agent shall accept such Assignment and its officers, directors, employees, agents, sub-agents Assumption and Affiliates shall constitute “Indemnitees” entitled to record the benefits of Section 11.03information contained therein in the Register.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Broker/Dealer, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts and stated interest of and interest on the Loans owing to, and drawings under Letters of Credit Advances (specifying unreimbursed amounts) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBroker/Dealer, the Administrative Agent, the Issuing Banks Agents and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower or Broker/Dealer and any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Advances and other Obligations), at any reasonable time and from time to time upon reasonable prior notice; provided that . In establishing and maintaining the information contained in the Register which is shared with each Lender (other than Register, the Administrative Agent and its Affiliates) shall be limited to serve as the entries Broker/Dealer’s agent solely with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided actions described in this Section 2.05Section, and the Borrower Broker/Dealer hereby agrees that, to the extent the Administrative Agent SunTrust Bank serves in such capacity, the Administrative Agent SunTrust Bank and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03”.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of and interest on the Loans owing to, and drawings under Letters Letter of Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower or Borrower, any Lender Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 12.2(c) and Section 2.7 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Obligations) owing to it); provided that the information contained in the Register which is shared with each (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender (other than the Administrative Agent and its Affiliates) shall be limited remain solely responsible to the entries other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents, the other Lenders and the Issuers shall continue to deal solely and directly with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to in connection with such Lender’s rights and obligations under this Agreement. The Administrative Agent Any agreement or instrument pursuant to which a Lender sells such a participation shall record, or provide that such Lender shall cause retain the sole right to be recorded, in the Register the Revolving Commitments enforce this Agreement and the Loans in accordance with the provisions other Loan Documents and to approve any amendment, modification or waiver of Section 11.04, and each repayment any provision of this Agreement or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest errorother Loan Document; provided that failure such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to make any amendment, waiver or other modification described in clauses (a), (b), (c), (e) and (f) of the first proviso to Section 12.1 that directly and adversely affects such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanParticipant. The Borrower hereby designates the Administrative Agent Subject to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.5339129.14 127

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount (the “Registered Loans”) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Company or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the BorrowerCompany’s Obligations in respect of any Loan. The Borrower Company hereby designates the Administrative Agent GECC to serve as the BorrowerCompany’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.7, and the Borrower Company hereby agrees that, to the extent the Administrative Agent GECC serves in such capacity, the Administrative Agent GECC and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees.” In the case of any Related Lender Assignment, the Lender making such Related Lender Assignment, acting for this purpose as a non-fiduciary agent of the Company, shall maintain a comparable register on behalf of the Administrative Agent (the “Related Lender Register”), provided, however that Company and Administrative Agent shall be entitled to rely solely on the benefits Register maintained by Administrative Agent. Administrative Agent shall render to Company a monthly accounting of Section 11.03transactions with respect to the Loans setting forth the balance of the Loans for the immediately preceding month. Unless Company notifies Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such objection) within thirty (30) days thereafter, each and every such accounting shall, absent demonstrable error, be deemed final, binding and conclusive on Company in all respects as to all matters reflected therein.

Register. The Administrative Borrowing Base Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Revolving Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Revolving Loan Register” ). Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Tranche A Term Loans and Tranche A-1 Term Loans of each Lender from time to time (the “Term Loan Register” and together with the Revolving Loan Register, collectively, the “Registers”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register Registers shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained . Borrowing Base Agent shall record in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Loan Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04Revolving Loans, and each repayment or prepayment in respect of the principal amount of the Revolving Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the any Borrower’s Obligations in respect of any Revolving Loan. The Company hereby designates the entity serving as Borrowing Base Agent to serve as Company’s agent solely for purposes of maintaining the Revolving Loan Register as provided in this Section 2.6, and Company hereby agrees that, to the extent such entity serves in such capacity, the entity serving as Borrowing Base Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees”. Administrative Agent shall record in the Term Loan Register the Tranche A Term Loan Commitments, the Tranche A-1 Term Loan Commitments, the Tranche A Term Loans and the Tranche A-1 Term Loans, and each repayment or prepayment in respect of the principal amount of the Tranche A Term Loans and the Tranche A-1 Term Loans, and any such recordation shall be conclusive and binding on the Applicable Borrower and each Lender, absent manifest error; provided, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Tranche A Term Loan Commitments or Tranche A-1 Term Loan Commitments or the Applicable Borrower’s Obligations in respect of any Tranche A Term Loan or Tranche A-1 Term Loan, as applicable. Each Borrower hereby designates the entity serving as Administrative Agent to serve as the such Borrower’s agent solely for purposes of maintaining the Term Loan Register as provided in this Section 2.052.6, and the each Borrower hereby agrees that, to the extent the Administrative Agent such entity serves in such capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03”.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrowers, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount and related interest amounts of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and tax certifications required by Section 10.19 (unless the assignee shall already be a Lender hereunder) and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information contained therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Borrower hereby designates the Administrative Agent -------- to serve as the Borrower's agent, solely for purposes of this subsection ---------- 10.03(c), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and -------- -------- Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations 's obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 10.03(c), otherwise complies with Section ------------------- ------- 10.03, and prior to such recordation all amounts owing to the transferring ----- Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining on the Register as provided in this Section 2.05, and only upon the Borrower hereby agrees that, to the extent acceptance by the Administrative Agent serves of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in such capacity, Section 10.03(b)(iv). The Register shall be available at the offices where kept -------------------- by the Administrative Agent for inspection by the Borrower and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled any Lender at any reasonable time upon reasonable prior notice to the benefits Administrative Agent. Neither the Parent nor the Borrower may replace any Lender pursuant to Section ------- 3.04(d), unless, with respect to any Notes held by such Lender, the ------- requirements of Section 11.03.subsection 10.03(b) and this subsection 10.03(c) have been ------------------- ------------------- satisfied. 130

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Company, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of (and stated interest on on) the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Company and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment Agreement executed by an assigning Lender and an assignee, the assignee’s completed administrative questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment Agreement and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.1(b)(ii) or (iii), 2.1(c)(iv), 2.20, 2.21.2, 2.21.5 or 9.6(c), the Administrative Agent shall have no obligation to accept such Assignment Agreement and record the information contained therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices in Winston-Salem, North Carolina a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Revolver Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit Revolver Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register the designation, and revocation of designation, of any Lender as a Defaulting Lender of which it has received notice. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent Register shall record, or shall cause also set forth the indebtedness of the Borrower resulting from each drawing under the Letter of Credit made from time to be recorded, in the Register the Revolving Commitments time hereunder and the Loans in accordance with the provisions amounts of Section 11.04principal, interest and each repayment fees payable and paid from time to time hereunder. In any legal action or prepayment proceeding in respect of this Agreement, the principal amount of the Loans, and any entries made in such recordation account or accounts shall be conclusive evidence of the existence and binding on amounts of the Letter of Credit Obligations of the Borrower and each Lendertherein recorded, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation . The entries in the Register shall be conclusive and binding on the Borrower and each Lenderconclusive, absent manifest error; provided that failure to make any such recordation, or any error in such recordationand binding on Borrower, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loaneach Lender and Administrative Agent. The Borrower, each Lender and Administrative Agent shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.7, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-sub- agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of this subsection 10.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section 10.06. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations 's obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 10.06(d), otherwise complies with this Section 10.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining on the Register as provided only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in this Section 2.0510.06(b)(iv). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent, and the Borrower hereby agrees that, to the extent the Administrative Agent serves shall provide a copy of the Register to any Lender requesting a copy thereof, but in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03no event more frequently then once per calendar quarter.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent its agent, solely for purposes of maintaining this Section 6.12, to maintain a register (the "Register") on which it will record the names and addresses of each of the Banks and the L/C Issuer, the Commitments from time to time of each of the Banks, the Loans (and Outstanding Amounts thereof) made by each of the Banks, the Letters of Credit issued by the L/C Issuer, the participations in L/C Obligations held by each of the Banks and each payment of principal and interest on the Loans and the participations in the L/C Obligations owing to each Bank. Failure to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower in respect of such Loans or L/C Obligations. With respect to any Bank, the transfer of the Commitments of such Bank, the transfer of the rights to the principal of, and interest on, any Loan made pursuant to such Commitments and the transfer of participations in L/C Obligations held by such Bank, shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments, Loans and participations in L/C Obligations and prior to such recordation all amounts owing to the transferor with respect to such Commitments, Loans and participations in L/C Obligations shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments, Loans and participations in L/C Obligations shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b), together with all other items required to be delivered in accordance with Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Bank shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Bank and/or the new Bank, upon each such Bank's request. Except as otherwise provided in Section 3.05(b), the Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 2.056.12 (but excluding any such losses, and the Borrower hereby agrees thatliabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Agent).

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Agent’s Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, Holders and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit Notes owing to, each Lender Holder pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Issuer, and a redacted version of the Register showing the entries with respect to any Lender Holder shall be available for inspection by such Holder, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained . The entries in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Note Parties, the Agent and each LenderHolder, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Note Parties’ Obligations in respect of any LoanNote. TheBy no later than 10:00 a.m. (New York City time) on the date on which any principal, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, if any, or interest when due. The Borrower hereby designates Issuer shall require each Paying Agent (other than the Administrative Agent) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Agent all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Agent in writing of any default by the Issuer in making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Agent, forthwith deliver to the Agent all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Agent) to pay all money held by it to the Agent and to account for any funds or assets disbursed by such Paying Agent. Upon complying with this Section 2.6, the Paying Agent (if other than the Issuer or a subsidiary of the Issuer) shall have no further liability for the money delivered to the Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Issuer, the Agent and the Holders shall treat each serve as Paying Agent for the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Notes.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at its the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Term Loan Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder 85 for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation as described in Section 13.6.(d) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information contained relating to a Participant's interest in any Term Loan Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Term Loan Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03contrary.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall shall, solely as a non-fiduciary agent of Borrowerthe Borrowers, maintain at its the Principal Office in the United States a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Representative or any Lender (solely with respect to (i) any entry relating to such Lender’s Commitments and Loans and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Commitments or Loans)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the each Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the such Borrower’s Obligations in respect of any Loan. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.4, and the each Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees.” entitled This Section 2.4(b) shall be construed so that any Loan or other obligation pursuant to or in connection with this Agreement is maintained in registered form under Section 5f.103-1(c) of the benefits of Section 11.03United States Treasury Regulations.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of Borrower, shall maintain at its Principal Office a copy of each Assignment and Assumption and Affiliated Lender Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Issuing Banks Bank and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Borrower or Issuing Bank (with respect to Revolving Lenders only), the Collateral Agent, the Swingline Lender (with respect to Revolving Lenders only) and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice; provided that . The requirements of this Section 10.04(c) are intended to result in any and all Loans and LC Disbursements being in “registered” form for purposes of Section 871, Section 881 and any other applicable provision of the information contained Code, and shall be interpreted and applied in a manner consistent therewith. Notwithstanding the Register which is shared with each Lender (other than foregoing, in no event shall the Administrative Agent and its Affiliates) be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent be obligated to serve as monitor the Borrower’s agent solely for purposes aggregate amount of maintaining Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by the Register as provided in this Section 2.05Administrative Agent, and the Borrower hereby agrees thatshall (i) promptly (and in any case, not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the extent proposed effective date of any amendment, consent or waiver pursuant to Section 10.02) provide to the Administrative Agent serves in Agent, a complete list of all Affiliated Lenders holding Term Loans or Incremental Term Loans at such capacity, time and (ii) not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled Agent) prior to the benefits proposed effective date of any amendment, consent or waiver pursuant to Section 11.0310.02, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Term Loans or Incremental Term Loans at such time.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Company, shall maintain at its Principal Office the Administrative Agent’s office specified for payments pursuant to Section 2.09, a copy of each Notice of Assignment delivered to it and a register for the recordation of the names and addresses of Lenders the Banks, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender Bank 721510353 03 72 pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerCompany, the Administrative Agent, the Issuing Banks Agent and the Lenders Banks shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Company or any Lender Bank at any reasonable time and from time to time upon reasonable prior notice; provided that . Upon its receipt of a duly completed Notice of Assignment executed by an assigning Bank and an assignee and the recordation fee referred to in clause (f) of this Section and any written consent to such assignment required by clause (f) of this Section, the Administrative Agent shall accept such Notice of Assignment and record the information contained therein in the Register; provided that, if either the assigning Bank or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Notice of Assignment and record the information therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at one of its Principal Office offices a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of the Term Loans (and stated interest on the Loans owing to, and drawings under Letters therein) of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Company and any Lender at any reasonable time and from time to time upon reasonable US-DOCS\125962273.9 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 prior written notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, record in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04Term Loans, and each repayment or prepayment in respect of the principal amount of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrowers’ Obligations in respect of any Term Loan. The Borrower Borrowers hereby designates designate the entity serving as Administrative Agent to serve as the Borrower’s Borrowers’ non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.3, and the Borrower Borrowers hereby agrees agree that, to the extent the Administrative Agent such entity serves in such capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal the Administrative Agent’s Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments Commitments, Loans, LC Deposit and Loans of, and principal amount Sub-Account of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Commitments, Loans, LC Deposit or Sub-Account) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments Commitments, Loans, LC Deposits and the Loans Sub-Accounts in accordance with the provisions of this Section 11.0410.06, and each repayment or prepayment in respect of the principal amount of the LoansLoans and any repayment to the LC Lenders of its LC Deposit or any portion thereof, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loanobligations hereunder. The Borrower hereby designates the Administrative Agent GSCP to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.0510.06(b), and the Borrower hereby agrees that, to the extent the Administrative Agent GSCP serves in such capacity, the Administrative Agent GSCP and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Lenders, the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time and any Notes issued by the Borrower pursuant to Section 2.6(d) evidencing such Loans (the “Register”). The entries Register, as in effect at the Register shall be conclusiveclose of business on the preceding Business Day, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (solely with respect to the Obligations owing to such Lender) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent CNAI to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.6, and the Borrower hereby agrees that, to the extent the Administrative Agent CNAI serves in such capacity, the Administrative Agent CNAI and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its the Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans Loan owing to, and drawings under Letters of Credit owing to, to each Lender pursuant to the terms hereof from time to time (the “Register”). The In the absence of manifest error, the entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation as described in Section 12.6.(d) shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information contained relating to a Participant’s interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03contrary.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or subof Co-agent appointed by it) Borrowers, shall maintain maintain, at its Principal Office address referred to in Section 11.1, a register for the recordation of the names and addresses of the Lenders and (including any Person that becomes a Lender in accordance with Section 9.13), the Revolving Commitments and Loans of, (and principal amount stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time and the name of each Lender which holds a Note (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Co-Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior written notice; provided that the information contained . Administrative Agent shall record in the Register which is shared with each Lender (other than a) the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with from time to time of each Lender, (b) the provisions interest rates applicable to all Loans and the effective dates of Section 11.04all changes thereto, (c) [reserved], (d) the date and amount of any principal or interest due and payable or to become due and payable from Co-Borrowers to each Lender hereunder, (e) each repayment or prepayment in respect of the principal amount of the LoansLoans of each Lender, (f) the amount of any sum received by Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof, and any (g) such recordation other information as Administrative Agent may determine is necessary for the administering of the Loans and this Agreement. Any such recording shall be conclusive and binding on in the Borrower and each Lender, absent absence of manifest error; provided that neither the failure to make any such recordation, or nor any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Co-Borrowers’ Obligations in respect of any Loan. The Borrower hereby designates applicable Loans or otherwise; and provided, further, that in the Administrative Agent to serve as the Borrower’s agent solely for purposes event of maintaining any inconsistency between the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityany Lender’s records, the Administrative Agent Register shall govern absent manifest error. This provision is intended to constitute a “book entry system” within the meaning of Treasury Regulations Section 5f.103-1(c)(1)(ii) and its officersProposed Treasury Regulations Section 1.163-5(b) (or, directorsin each case, employees, agents, sub-agents any amended or successor version) and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03be interpreted consistently with such intent.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) ), acting solely for this purpose as a non-fiduciary agent of Parent, shall maintain at one of its Principal Office offices a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the amounts of Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Parent or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior written notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.6(f), and each repayment or prepayment in respect of the principal amount of the LoansLoans (and related interest amounts), and any such recordation shall be conclusive and binding on the Borrower Parent and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityParent, the Administrative Agent and its officers, directors, employees, agents, sub-agents Lenders shall treat the Persons listed as Lenders in the Register as the holders and Affiliates shall constitute “Indemnitees” entitled owners of the corresponding Commitments and Loans listed therein for all purposes hereof (notwithstanding notice to the benefits contrary), and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.03.10.6(c). The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date”. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (c)

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding anything to the information contrary contained in this Agreement, the Loans and L/C Borrowings are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans and L/C Borrowings shall be transferable only upon notation of such transfer in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliatesno assignment thereof shall be effective until recorded therein. This Section 11.06(c) and Section 11.06(d) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on construed so that the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, and the L/C Borrowings are at all times maintained in the Register “registered form” within the Revolving Commitments and the Loans in accordance with the provisions meaning of Section 11.04, and each repayment or prepayment in respect 5f.103-1(c) of the principal amount United States Treasury Regulations or, if different, 871(h)(2) and 881(c)(2) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanCode. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.130

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its the Principal Office a register for the recordation of the names and addresses of Lenders and Lenders, the Revolving Commitments and Loans of, of each Lender and principal amount the LC Commitments and LC Deposits of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any Lender (with respect to any entry relating to such Lender’s Loans or LC Deposits) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans of each Lender and the LC Commitments and the LC Deposits of each Lender, each in accordance with the provisions of Section 11.0410.6, and each repayment or prepayment in respect of the principal amount of the LoansLoans and each withdrawal from LC Deposit Account, and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s LC Commitments or Borrowers’ Obligations in respect of any LoanLoan or LC Deposit. The Borrower Borrowers hereby designates the Administrative Agent designate CIT to serve as the Borrower’s Borrowers’ agent solely for purposes of maintaining the Register as provided in this Section 2.052.7, and the Borrower Borrowers hereby agrees agree that, to the extent the Administrative Agent CIT serves in such capacity, the Administrative Agent CIT and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent to serve Agent, Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.059.06(e), otherwise complies with Section 9.06, and the Borrower hereby agrees that, prior to such recordation all amounts owing to the extent transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officersdelivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower, directorsthe Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled at any time that a request for a consent for a material or substantive change to the benefits Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower may not replace any Lender pursuant to Section 2.08(b), unless, with respect to any Notes held by such Lender, the requirements of Section 11.03.9.06(c) and this Section 9.06(e) have been satisfied. Section 9.07

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding anything to the information contrary contained in this Agreement, the Loans and L/C Borrowings are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans and L/C Borrowings shall be transferable only upon notation of such transfer in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliatesno assignment thereof shall be effective until recorded therein. This Section 11.06(c) and Section 11.06(d) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on construed so that the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, and the L/C Borrowings are at all times maintained in the Register “registered form” within the Revolving Commitments and the Loans in accordance with the provisions meaning of Section 11.04, and each repayment or prepayment in respect 5f.103-1(c) of the principal amount United States Treasury Regulations or, if different, 871(h)(2) and 881(c)(2) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanCode. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.152

Register. The Borrowers hereby designate the Administrative Agent to serve as the Borrowers' agent, solely for purposes of this subsection 11.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations Borrowers' obligation in respect of any Loansuch Loans. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining entries in the Register as provided shall be conclusive, in this Section 2.05the absence of manifest error, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityBorrowers, the Administrative Agent and its officersthe Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled notwithstanding notice or any provision herein to the benefits contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 11.06(d), otherwise complies with Section 11.0311.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in Section 11.06(b)(iv). The Register shall be available at the offices where kept by the Administrative Agent for inspection by Xxxxxxxxx and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent.

Register. The Borrower hereby designates the Administrative Agent (or to serve as its agent or sub-agent appointed by it) shall agent, solely for purposes of this Section 14.15, to maintain at its Principal Office a register for (the recordation “Register”) at one of its offices in the United States on which it will record the names and addresses of Lenders and the Revolving Lenders, the Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time of each of the Lenders, the Loans made by (and stated interest owing to) each of the “Register”Lenders and each repayment in respect of the principal (and stated interest) amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect a Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 14.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The entries in the Register shall be conclusive, conclusive absent manifest error, and the each Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time agrees to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its Affiliates) duties under this Section 14.15 other than as a result of the Administrative Agent’s gross negligence or willful misconduct. Each Lender shall be limited entitled to review the entries with respect Register solely relating to such information that pertains specifically to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing shall have no right to such view any information that pertains to any other Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.117

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lenders, but not any information with respect to such other Lenders’ Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.07, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.12, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Company hereby designates the Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register to serve as the Company's agent, solely for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Section 10.23, to maintain a register (the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register "Register") on which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on it will record the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in made by each of the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, Lenders and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and Loans of each Lender, absent manifest error; provided that failure . Failure to make any such recordation, or any error in such recordation, recordation shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations Company's obligations in respect of such Loans. With respect to any LoanLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The Borrower hereby designates registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining on the Register only upon the receipt by the Agent of a properly executed and delivered assignment and assumption agreement pursuant to Section 10.2(a). Coincident with the delivery of such an assignment and assumption agreement to the Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as provided in this Section 2.05soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes of the Borrower hereby agrees that, same type and in the same aggregate principal amount shall be issued to the extent assigning or transferor Lender and/or the Administrative Agent serves in such capacitynew Lender. 97 104 WITNESS the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. COMPANY: FORMUS COMMUNICATIONS, INC. By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Assistant Secretary GUARANTORS: FORMUS INTERNATIONAL, INC. By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary Formus Loan Agreement 105 FORMUS COMMUNICATIONS - LATIN AMERICA HOLDINGS, LLC By: Formus International, Inc. Its Sole Manager By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary FORMUS INTERNATIONAL-POLAND, INC. By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary Formus Loan Agreement 106 FORMUS COMMUNICATIONS-CZECH REPUBLIC, LLC By: Formus International, Inc. Its Sole Manager By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary FORMUS COMMUNICATIONS-ROMANIA, LLC By: Formus International, Inc. Its Sole Manager By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary Formus Loan Agreement 107 FORMUS COMMUNICATIONS-GERMANY, LLC By: Formus International, Inc. Its Sole Manager By:_____________________________ Bernxxx X. Xxxxxx Senior Vice President By:_____________________________ John X. Xxxxxxxx Secretary Notice Address for the Administrative Agent Company and its officerseach Guarantor: 720 Xxxxx Xxxxxxxx Xxxxxxxxx, directorsXxxxx 000 Xxxxx Xxxxxx, employeesXxxxxxxx 00000 Attn: Chief Executive Officer Telephone: (303) 000-0000 Telecopy: (303) 000-0000 with copies to: 720 Xxxxx Xxxxxxxx Xxxxxxxxx, agentsXxxxx 000 Xxxxx Xxxxxx, subXxxxxxxx 00000 Attn: General Counsel Telephone: (303) 000-agents and Affiliates shall constitute “Indemnitees” entitled to 0000 Telecopy: (303) 000-0000 Holme Robexxx & Xwen XXX 1700 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attn: W. Dean Xxxxxx Telephone: (303) 000-0000 Telecopy: (303) 000-0000 Formus Loan Agreement 108 AGENT: DLJ BRIDGE FINANCE, INC., as agent By:_____________________________ Name: Title: Notice Address: 2121 Avenue of the benefits Stars Fox Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (310) 000-0000 Telecopy: (310) 000-0000 Attn: Formus Loan Agreement 109 LENDERS: Commitment: $27,000,000 DLJ BRIDGE FINANCE, INC. By:_____________________________ Name: Title: Notice Address: 2121 Avenue of Section 11.03.the Stars Fox Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Telephone: (310) 000-0000 Telecopy: (310) 000-0000 Attn: Formus Loan Agreement 110 Commitment: $27,000,000 SALOMON BROTHERS HOLDING COMPANY INC. By:_____________________________ Name: Title: Notice Address: 390 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: (212) 000-0000 Telecopy: (212) 000-0000 Attn: Jamex Xxxxxx Formus Loan Agreement 111 Commitment: $21,000,000 CREDIT SUISSE FIRST BOSTON By:_____________________________ Davix X. Xxxxxx Vice President By:_____________________________ Name: Title: Notice Address: Eleven Madixxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Telephone: (212) 000-0000 Telecopy: (212) 000-0000 Attn: Davix X. Xxxxxx

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption, each Affiliated Lender Assignment and Assumption delivered to it, and each notice of cancellation of any Loans delivered by the Borrower pursuant to Section 10.07(i), and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount of and interest on amounts of the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the each Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender with respect with its own position only, at any reasonable time and from time to time upon reasonable prior notice; provided . This Section 10.07(c) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the information contained meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). Notwithstanding the foregoing, in the Register which is shared with each Lender (other than no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall the Administrative Agent be obligated to monitor the aggregate amount of Loans or Incremental Loans held by Affiliated Lenders. Upon request by the Administrative Agent, the Borrower shall (i) promptly (and its Affiliatesin any case, not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) shall be limited prior to the entries with respect proposed effective date of any amendment, consent or waiver pursuant to Section 10.01) provide to the Administrative Agent, a complete list of all Affiliated Lenders holding Loans or Incremental Loans at such time and (ii) not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the proposed effective date of any amendment, consent or waiver pursuant to Section 10.01, provide to the Administrative Agent, a complete list of all Debt Fund Affiliates holding Loans or Incremental Loans at such time. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender including may request and receive from the Revolving Commitment Administrative Agent a copy of the Register. Upon its receipt of, or principal amount of and stated interested on the Loans owing to such Lender. The consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, an Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment Questionnaire completed in respect of the principal amount assignee (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written consent of the LoansAdministrative Agent, if required, and, if required, the Borrower to such assignment and any such recordation shall be conclusive and binding on the Borrower and each Lenderapplicable tax forms required pursuant to Section 3.01(e)(1), absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as shall promptly (i) accept such Assignment and Assumption and (ii) record the Borrower’s agent solely for purposes of maintaining information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph (e).

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrowers, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of the Loans, acceptance and purchase of any B/As and L/C Obligations and the interest on the Loans thereon owing to, and drawings under Letters of Credit owing paid to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Borrower or any Lender Parent Borrower, the Agents, the Lenders (solely with respect to each Lender’s own Loans and Commitments) and the L/C Issuers at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in . In addition, any Lender may review a copy of the Register which is shared with each Lender (other than at the office of the Administrative Agent and its Affiliates) shall be limited to the entries during normal business hours, but with respect to such Lender’s own Loans and Commitments only. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender including and an Eligible Assignee, the Revolving Commitment ofEligible Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), or principal amount the processing and recordation fee referred to in paragraph (b) of this Section 11.06 and stated interested on the Loans owing any written consent to such Lender. The assignment required by paragraph (b) of this Section 11.06, the Administrative Agent shall record, accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the Eligible Assignee shall cause have failed to make any payment required to be recordedmade by it pursuant to Section 2.02(b), 2.03(c), 2.04(b), 2.11(b) or 11.04(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register the Revolving Commitments unless and the Loans until such payment shall have been made in accordance full, together with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation all accrued interest thereon. No assignment shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Credit Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph.

Register. The Borrower hereby designates the Administrative Agent (or to serve as its agent or sub-agent appointed by it) shall agent, solely for purposes of this Section 14.15, to maintain at its Principal Office a register for (the recordation “Register”) at one of its offices in the United States on which it will record the names and addresses of Lenders and the Revolving Lenders, the Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time of each of the Lenders, the Loans made by (and stated interest owing to) each of the “Register”Lenders and each repayment in respect of the principal (and stated interest) amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect a Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 14.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The entries in the Register shall be conclusive, conclusive absent manifest error, and the each Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time agrees to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its Affiliates) duties under this Section 14.15 other than as a result of the Administrative Agent’s gross negligence or willful misconduct. Each Lender shall be limited entitled to review the entries with respect Register solely relating to such information that pertains specifically to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing shall have no right to such view any information that pertains to any other Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.115

Register. The Administrative Note Agent (or its agent or sub-agent appointed by it) ), as a non-fiduciary agent of the Issuer, shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders the Purchasers and the Revolving Commitments Notes (including both principal and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, stated interest) issued to each Lender Purchaser from time to time (the “Register”). The entries in the Register There shall be conclusiveno more than one Purchaser for each Note, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for including all purposes of this Agreementbeneficial interests therein. The Register shall be available for inspection by the Borrower Issuer or any Lender Purchaser (with respect to (i) any entry relating to such Purchaser’s Notes and (ii) the identity of the other Purchasers (but not any information with respect to such other Purchasers’ Notes)) at any reasonable time and from time to time upon reasonable prior written notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Note Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans Notes in accordance with the provisions of Section 11.0410.6, and each redemption, repayment or prepayment in respect of the principal amount of the LoansNotes, and any such recordation shall be conclusive and binding on the Borrower Issuer and each LenderPurchaser, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the BorrowerIssuer’s Obligations in respect of any LoanNote. The Borrower Issuer hereby designates the Administrative Note Agent to serve as the BorrowerIssuer’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.4, and the Borrower Issuer hereby agrees that, to the extent the Administrative Note Agent serves in such capacity, the Administrative Note Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Agent Indemnitees.” entitled Upon its receipt of a duly completed Assignment Agreement, all requested “know your customer” documentation”, and the processing and registration fee referred to in Section 10.6, the benefits Note Agent shall accept such Assignment Agreement and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 11.032.4.

Register. The Borrower hereby designates the Administrative Agent to -------- serve as the Borrower's agent, solely for purposes of this subsection 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations 's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Revolving Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Revolving Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 9.06(e), otherwise complies with Section 9.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Revolving Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Revolving Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.07(b), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Revolving Notes held by such capacityLender, the Administrative Agent requirements of subsection 9.06(c) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 9.06(e) have been satisfied.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Dollar Lenders, and the Revolving Dollar Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Dollar Loans owing to, and drawings under Letters of Credit owing to, each Dollar Lender pursuant to the terms hereof from time to time (the “Dollar Register”). The Argentine Paying Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Peso Lenders, and the Peso Commitments of, and principal amounts (and stated interest) of the Peso Loans owing to, each Peso Lender pursuant to the terms hereof from time to time (the “Peso Register”). The entries in the each Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agents and the Lenders shall may treat each person Person whose name is recorded in the a Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Each Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause be permitted to be recorded, receive and rely upon any information in the Peso Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of each Peso Lender and the principal amount of the LoansPeso Commitments of, and any principal amounts (and stated interest) owing to, each such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.107

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of Borrower, shall maintain at its Principal Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters Letter of Credit Usage owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible Assignee’s completed administrative questionnaire (unless such Eligible Assignee shall already be a Lender hereunder), any processing and recordation fee and any written consent to such assignment required hereunder, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause (c). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and the Borrower or any Issuing Lender at any reasonable time and from time to time upon reasonable prior notice; provided . In addition, at any time that a request for a consent for a material or substantive change to the information contained in the Register which Loan Documents is shared with each pending, any Lender (other than the may request and receive from Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect a copy of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Register.

Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this subsection 10.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section 10.06. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations 's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 10.06(d), otherwise complies with Section 10.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in Section 10.06(b)(iv). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.10(d), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Notes held by such capacityLender, the Administrative Agent requirements of subsection 10.06(b) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 10.06(d) have been satisfied.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 9.06(e), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be facility amounts made available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that by each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Assumption Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent to serve Agent, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the rights and obligations of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.059.06(e), otherwise complies with Section 9.06, and the Borrower hereby agrees that, prior to such recordation all amounts owing to the extent transferring Lender with respect to such rights and obligations, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any such rights and obligations, Loans and Notes for a Lender shall be recorded by the Administrative Agent serves in such capacity, on the Register only upon the acceptance by the Administrative Agent of a properly executed and its officersdelivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled at any time that a request for a consent for a material or substantive change to the benefits Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of Section 11.03the Register.

Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this subsection 10.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, ) on which the Administrative Agent, Agent will record the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section 10.06. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any Loanprovision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 10.06(d), otherwise complies with Section 10.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in Section 10.06(b)(iv). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. The Borrower hereby designates the Administrative Agent may not replace any Lender pursuant to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.10(d), and the Borrower hereby agrees thatunless, with respect to the extent the Administrative Agent serves in any Notes held by such capacityLender, the Administrative Agent requirements of subsection 10.06(b) and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03this subsection 10.06(d) have been satisfied.

Register. The Administrative Agent Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (or its agent or sub-agent appointed by it) the “Registrar”), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and the principal amount amounts of and interest on the Loans owing to, and drawings under Letters the Letter of Credit owing toLiabilities and Swingline Exposure held by, each Lender pursuant to the terms hereof from time to time (the “Register”). No assignment or transfer of a Loan or a Commitment (other than a pledgee described in subsection (f) below) shall be effective unless and until registered in the Register. The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the any Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Each Borrower hereby designates the entity serving as the Administrative Agent to serve as the Borrowersuch Xxxxxxxx’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.05Section, and the each Borrower hereby agrees that, to that the extent the Administrative Agent serves in such capacity, the Administrative Agent entity serving as Registrar and its Affiliates, and their respective officers, directors, employees, agents, sub-employees and agents and Affiliates shall constitute “Indemnitees” entitled Indemnitees under Section 12.05. At the written request of the registered Lender, the Registrar shall note a collateral assignment of a Loan on the Register as described in subsection (f) below and, provided that the Registrar has received the name and address of such collateral assignee, the Registrar (i) shall not permit any further transfers of the Loan on the Register absent receipt of written consent to such transfers from such collateral assignee and (ii) shall record the benefits transfer of Section 11.03the Loan on the Register to such collateral assignee (or such collateral assignee’s designee, nominee or assignee) upon written request by such collateral assignee and compliance with the other provisions of this Agreement governing collateral assignments.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest errorpresumed correct, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent will maintain on the Register information regarding the designation by the Administrative Agent of, and revocation of any such designation, any Lender known to the Administrative Agent as being a Defaulting Lender. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided . In addition, at any time that a request for a consent for a material or substantive change to the information contained Loan Documents is pending, any Lender wishing to consult with other Lenders in the Register which is shared with each Lender (other than connection therewith may request and receive from the Administrative Agent a copy of the Register. Upon its receipt of an Assignment and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, Assumption executed in the Register the Revolving Commitments and the Loans in accordance conformity with the provisions of this Section 11.0410.06, and each repayment or prepayment payment to it of all fees due and payable with respect thereto, the Administrative Agent shall accept such Assignment and Assumption and record it in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanRegister. The Borrower hereby designates agrees that the Administrative Agent acting as its agent solely for the purpose set forth above in this clause (c), shall not subject the Administrative Agent to serve as any fiduciary or other implied duties, all of which are hereby waived by the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrower (or its agent or sub-agent appointed by it) shall and such agency being solely for tax purposes), shall, at all times at the Administrative Agent’s Office, while any Loans are outstanding, maintain at its Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain in the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Collateral Agent, the Borrower or and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. The requirements of this Section 11.04(c) are intended to result in any and all Loans being in “registered form” for purposes of Section 871, Section 881 and any other applicable provision of the Code, and shall be interpreted and applied in a manner consistent therewith. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant's interest in the Commitments and Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information contained relating to a Participant's interest in any commitments, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each Person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent contrary. For the Administrative Agent serves in such capacityavoidance of doubt, the Administrative Agent and (in its officers, directors, employees, agents, sub-agents and Affiliates capacity as Administrative Agent) shall constitute “Indemnitees” entitled to the benefits of Section 11.03have no responsibility for maintaining a Participant Register.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than Borrowers hereby designate the Administrative Agent and its Affiliatesto serve as the Borrowers' agent, solely for the purpose of this Section, to maintain a register (the "Register") shall be limited to on which the entries with respect to such Lender including the Revolving Commitment ofAdministrative Agent will record each Lender's Commitment, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments made by each Lender and the Notes evidencing such Loans in accordance with and the provisions of Section 11.04TLCs, and each repayment or prepayment in respect of the principal amount of the Loans, Loans and any such recordation the TLCs of each Lender and annexed to which the Administrative Agent shall be conclusive and binding on retain a copy of each Lender Assignment Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments Borrower's or the Borrower’s any other Obligor's Obligations in respect of any Loansuch Loans or Notes or TLCs. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining entries in the Register as provided shall be conclusive, in this Section 2.05the absence of manifest error, and WWI, the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityBorrowers, the Administrative Agent and its officersthe Lenders shall treat each Person in whose name a Loan and related Note or TLC is registered as the owner thereof for all purposes of this Agreement, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled notwithstanding notice or any provision herein to the benefits contrary. A Lender's Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans or TLCs may be assigned or otherwise transferred in whole or in part only by registration of Section 11.03such assignment or transfer in the Register. Any assignment or transfer of a Lender's Commitment or the Loans or the Notes evidencing such Loans or TLCs made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans or TLCs shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register. The Borrower hereby designates the -------- Administrative Agent (or its agent or sub-agent appointed by it) shall to serve as the Borrower's agent, solely for the purpose of this Section, to maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders -------- Administrative Agent will record each Lender's Commitment, the Loans made by each Lender and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to Notes evidencing such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04Loans, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation annexed to which the Administrative Agent shall be conclusive and binding on retain a copy of each Lender Assignment Agreement delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s 's or any other Obligor's Obligations in respect of any Loansuch Loans or Notes. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining entries in the Register as provided shall be conclusive, in this Section 2.05the absence of manifest error, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacityBorrower, the Administrative Agent and its officersthe Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this Agreement, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled notwithstanding notice or any provision herein to the benefits contrary. A Lender's Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of Section 11.03such assignment or transfer in the Register. Any assignment or transfer of a Lender's Commitment or the Loans or the Notes evidencing such Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.