Common use of Notes; Register Clause in Contracts

Notes; Register. Unless the Agent shall have been advised by a Lender that it does not want to receive a Note, each Lender's Loans under each of its Commitments shall be evidenced by a Note payable to the order of such Lender in a maximum principal amount equal to such Lender's applicable Percentage of the original applicable Commitment Amount. Whether or not a Loan is evidenced by a Note, the Borrower hereby designates Agent to serve as its agent, solely for the purposes of this Section, to maintain a register (the "Register") on which Agent will record the name and address of each Lender, the Commitments and Loans and each repayment in respect of the principal amount of the Loans of each Lender from time to time. No payment with respect to the outstanding principal and interest applicable for each of the Loans shall be made to any Person other than the Person identified in such Register as the Lender. Failure to make any such recordation or any errors in such recordation shall not affect the Borrower's obligations in respect of such Loans. The entries in the Register shall be conclusive and binding on the Borrower absent manifest error. Upon reasonable notice and during normal business hours, representatives of the Borrower may from time to time inspect the Register. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans and L/C Advances evidenced thereby. Such notations shall be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor.

Notes; Register. Unless (a) At the Agent shall have been advised by request of any Lender, its Loans of a Lender that it does not want to receive a Note, each Lender's Loans under each of its Commitments particular Class shall be evidenced by a Note promissory note, payable to such Lender or its registered assigns and otherwise duly completed, substantially in the order form of Exhibits A-1 and A-2 of such Lender’s Revolving Loans and Term Facility Loans, respectively; provided that any promissory notes issued in respect of Other Term Loans, Extended Term Loans or Extended Revolving Loans shall be in such form as mutually agreed by Borrower and Administrative Agent. (b) The date, amount, Type, interest rate and duration of the Interest Period (if applicable) of each Loan of each Class made by each Lender to Borrower and each payment made on account of the principal thereof, shall be recorded by such Lender or its registered assigns on its books and, prior to any transfer of any Note evidencing the Loans of such Class held by it, endorsed by such Lender (or its nominee) on the schedule attached to such Note or any continuation thereof; provided, however, that the failure of such Lender (or its nominee) to make any such recordation or endorsement or any error in such recordation or endorsement shall not affect the obligations of Borrower to make a maximum principal payment when due of any amount equal to owing hereunder or under such Lender's applicable Percentage of the original applicable Commitment AmountNote. Whether or not a Loan is evidenced by a Note, the (c) Borrower hereby designates Administrative Agent to serve as its nonfiduciary agent, solely for the purposes of this SectionSection 2.08, to maintain a register (the "“Register"”) on which Agent it will record the name and address of each Lender, the Commitments Commitment from time to time of each of the Lenders, the principal and interest amounts of the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender from time to time. No payment with respect to the outstanding principal and interest applicable for each of the Loans shall be made to any Person other than the Person identified in such Register as the Lender. Failure to make any such recordation or any errors error in such recordation shall not affect the Borrower's ’s obligations in respect of such Loans. The entries in the Register shall be conclusive and binding on of the Borrower information noted therein (absent manifest error. Upon reasonable notice ), and during normal business hours, representatives the parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of the Credit Documents, notwithstanding any notice to the contrary. The Register shall be available for inspection by Borrower may or any Lender at any reasonable time and from time to time inspect upon reasonable prior notice. No assignment shall be effective unless recorded in the Register. The Borrower hereby irrevocably authorizes each Lender ; provided that Administrative Agent agrees to make (or cause record in the Register any assignment entered into pursuant to be made) appropriate notations on the grid attached to such Lender's Notes (or on any continuation term hereof promptly after the effectiveness of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans and L/C Advances evidenced therebyassignment. Such notations shall be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other ObligorSECTION 2.09.

Notes; Register. Unless the Agent shall have been advised All Loans made by a each Lender that it does not want to receive a Note, each Lender's Loans under each of its Commitments shall be evidenced by a Note payable to the order of such Lender in a maximum principal amount equal to such Lender's applicable ’s Percentage of the original applicable Total Commitment Amount. Whether or not a Loan is evidenced by a Note, the Borrower hereby designates Agent to serve as its agent, solely for the purposes of this Section, to maintain a register (the "Register") on which Agent will record the name and address of each Lender, the Commitments and Loans and each repayment in respect of the principal amount of the Loans of each Lender from time to time. No payment with respect to the outstanding principal and interest applicable for each of the Loans shall be made to any Person other than the Person identified in such Register as the Lender. Failure to make any such recordation or any errors in such recordation shall not affect the Borrower's obligations in respect of such Loans. The entries in the Register shall be conclusive and binding on the Borrower absent manifest error. Upon reasonable notice and during normal business hours, representatives of the Borrower may from time to time inspect the Register. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Notes ’s Note (or on any a continuation of such gridgrid attached to any such Note and made a part thereof), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the interest rate (including any conversions thereof pursuant to Section 5.1) and Interest Period applicable to to, the Loans and L/C Advances evidenced thereby. Such notations Any such notation on any such grid (or on any such continuation) indicating the outstanding principal amount of such Lender’s Loans shall be conclusive rebuttable presumptive evidence of the principal amount thereof owing and binding on the Borrower absent manifest error; providedunpaid, however, that but the failure of any Lender to make record any such notations amount on such grid (or on any such continuation) shall not limit or otherwise affect any Obligations the obligations of the Borrower hereunder or under such Note to make payments of principal of or interest on such Loans when due. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clause, to maintain a register (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, annexed to which the Administrative Agent shall retain a copy of each Assignment Agreement delivered to the Administrative Agent pursuant to Section 11.11. Failure to make any recordation, or any other Obligorerror in such recordation, shall not affect any Loan Party’s Liabilities. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (or, if applicable, to which a Note has been issued) as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of an Assignment Agreement that has been executed by the requisite parties pursuant to Section 11.11. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section.