Common use of Register; Notes Clause in Contracts

Register; Notes. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Register shall be maintained on the following terms: Section 2.7.1 Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7.3 below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. Section 2.7.2 The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clauseSection 2.7.2, to maintain, and the Administrative Agent shall maintain at one of its offices in New York City, a register (the “Register”) on which the Administrative Agent will record the name and address of each Lender and each Lender’s CommitmentCommitments, the principal amounts (and stated interest) of the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7.3 below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. A ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’s Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.1111.11. 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. (b) Section 2.7.3 The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Term Note evidencing the Term Loans made by, and payable to by such Lender in or a maximum principal amount equal to DSR LC Note evidencing DSR LC Loans made by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period Payment Dates applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.11.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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. (bc) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, Term Note and/or Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided that the failure of any Lender to make any such notations or any error in any such notations notation shall not limit or otherwise affect any Obligations of any Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11notice 1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term Note (or Registered Note) and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any Registered Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be payable to the order of the payee named therein and its registered assigns. A Registered Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the obligation evidenced thereby in the Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Registered Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of Section 11.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Registered Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Registered Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms. (a) The Each Borrower hereby designates the Administrative Agent to serve as the such 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable (jointly and severally among the Borrowers) to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the . The Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower or any ObligorRestricted Subsidiary’s Obligations. 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 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 a Lender an Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. No assignment or transfer of a LenderL▇▇▇▇▇’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. (b) [Reserved]. (c) [Reserved]. (d) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Revolving Loan Note evidencing the Revolving Loans made by, and payable to to, such Lender in a maximum principal amount equal to such LenderL▇▇▇▇▇’s Revolving Loan Percentage Share of the original applicable Commitment Amountaggregate Revolving Loan Commitments. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Revolving Loan Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower and each Obligor Restricted Subsidiary absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any ObligorRestricted Subsidiary. For the avoidance of doubt, in the event of any inconsistency between the notations maintained by any Lender and the notations of the Administrative Agent in respect of such matters, the notations of the Administrative Agent shall control in the absence of manifest error. (e) Interest on each Revolving Loan Note shall accrue and be due and payable as provided herein and therein (subject to the applicability of the Default Rate as provided for herein or in the Revolving Loan Notes and limited by the provisions of Section 10.9).

Register; Notes. The Register shall be maintained on the following terms. (a) The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ 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 related interest amount) Lender, the Synthetic Deposit Allocations of each Synthetic 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 Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan or Synthetic Deposit 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 Commitment, the Loans or Synthetic Deposits made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1111.11. No assignment or transfer of a Lender’s Commitment Commitment, Loans or Loans Synthetic Deposits shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the each Borrower will execute and deliver to such Lender a Note evidencing the Loans made to such Borrower by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower Borrowers hereby designates designate 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 Commitmentthe names and addresses of the Lenders, and the Commitments of, and principal amounts of and stated interest on the Loans made by owing to, each Lender (and related interest amount) and each repayment in respect of pursuant to the principal amount of the Loansterms hereof from time to time, annexed to which the relevant Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name is recorded in the Register pursuant to the terms hereof as a Loan is registered as the owner thereof Lender hereunder 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to to, such Lender and its registered assigns in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided provided, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower and EPL each hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related interest amountother than the Swing Line Lender) and each repayment in respect of the principal amount of the Loans (other than the Swing Line Loans), annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, EPL, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered 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 (other than an assignment made pursuant to Section 2.9 hereof) shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. Each assignment of Revolving Loans or EPL Loans made pursuant to Section 2.9 shall be registered in the Register promptly after the Purchasing Lender shall have paid for such assignment in accordance with Section 2.9. 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. (b) The Borrower agrees and EPL each agree that, upon the request of any Lender, the Borrower or EPL, as applicable, will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Percentage (assuming for purposes of this sentence only that the Swing Line Loan Percentage Commitment Amount is zero) of the original applicable Commitment Amount. The Borrower and EPL each hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor. (t) Section 2.8 of the Credit Agreement is hereby amended by deleting the heading of such Section 2.8, which reads “Borrowing Base”, and inserting in place thereof the following heading “Borrowing Bases”. (u) Section 2.8.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Register; Notes. The Register shall be maintained on the following terms. (a) The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for the purpose of this clause, to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) Lender, the Synthetic Deposit Allocations of each Synthetic 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 Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan or Synthetic Deposit 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 Commitment, the Loans or Synthetic Deposits made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1111.11. No assignment or transfer of a Lender’s Commitment 's Commitment, Loans or Loans Synthetic Deposits shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the each Borrower will execute and deliver to such Lender a Note evidencing the Loans made to such Borrower by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan 's Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s 's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term-A Note, a Term-B Note and a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the LoansLender, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender Lender, in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountLoans made and/or continued on each Funding Date. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender to such Borrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note or Notes evidencing the Loans made by such Lender to a Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) to each Borrower and each repayment in respect of the principal amount of the Loans, annexed Loans of each Lender to each Borrower and together with which the Administrative Agent shall retain a copy of each Foreign Currency Revolving Loan Commitment Addendum delivered to the Administrative Agent pursuant to Section 2.5 and each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrowers' obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and, as provided in clause (ii), the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any Commitment of any Lender 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 any Commitment of any Lender or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s any Commitment of any Lender 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. (bii) The Each Borrower agrees that, upon the request of by any LenderLender to the Administrative Agent, the such Borrower will execute and deliver to such Lender a Lender, as applicable, an applicable Revolving Note, Term Note and Swing Line Note evidencing the Loans made by, and payable by such Lender to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountBorrower. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes of such Borrower (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower that shall have issued such Note absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrowers or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued by the applicable Borrower to the designated assignee and the old Note shall be returned by the Administrative Agent to the applicable Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s '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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan 's Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s 's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.. ARTICLE III

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s ObligationsBorrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11Assignor Lender thereof (and a Borrower, when its consent is required hereunder). No assignment or transfer of a Lender’s '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 SectionSection 2.7. (bii) The Each Borrower agrees that, upon the request of any Lender, the that such Borrower will execute and deliver to such each Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor. The Loans evidenced by each such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns. Subject to the provisions of Section 10.11.1, a Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof (and a Borrower, when its consent is required hereunder) and the compliance by the parties thereto with the other requirements of Section 10.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the applicable Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11the 11.1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term Note (or Registered Note) and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any Registered Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be payable to the order of the payee named therein and its registered assigns. A Registered Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the obligation evidenced thereby in the Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Registered Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of Section 11.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Registered Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Registered Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7(c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7(c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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. (bc) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, Term A Note, Term B Note and/or Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations notation shall not limit or otherwise affect any Obligations of any Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section. Each Note issued as of the Effective Date shall be issued in substitution for, and shall amend and restate, each of the respective "Notes" issued to the Existing Lenders pursuant to and defined in the Original Credit Agreement. No such substitutions, amendments and restatements shall constitute or effect a repayment, refinancing or novation of the amounts evidenced by such original "Notes," but rather a modification and substitution of their respective terms.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 such Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.10.2(d). Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 Lender’s Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1112.10.2(d). 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving applicable Term Loan Percentage of the original applicable Commitment Amount; provided that, upon any assignment or transfer of a Lender’s Loans, such Lender shall surrender to the Borrower its Notes. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms: (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for the all 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.Agreement,

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Loan Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms: (a) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitmentthe then outstanding amount of the Term A Loans, Term B Loans, Term C Loans (if any) and the Incremental Term Loans made (if any) issued by the Borrowers hereunder and held by each Lender (and related SPC), the capitalization of interest amountaccruing to each Lender (and SPC) in respect of such Lender’s (and SPC’s) Term A Loans, Term B Loans and Term C Loans (if any), each repayment in respect of the principal amount of the any Loans, and each assignment or transfer of an interest in any Loan made pursuant to Section 10.11, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorCredit Party’s Obligations. The entries in the Register shall be conclusive, conclusive and binding in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent Agent, and the Lenders (including any SPC) shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment (or SPC’s) 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. (b) The Borrower agrees that, upon Upon the request of any LenderLender made through the Administrative Agent, the Borrower will Borrowers shall execute and deliver to such each Lender a Note evidencing each of the Term A, Term B and Term C Loans made held by, and payable to the order of, such Lender in a maximum principal amount equal to the amount of such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountTerm A, Term B and Term C Loans when made. The Borrower Borrowers hereby irrevocably authorizes authorize each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Credit Party absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorCredit Party.

Register; Notes. The Register shall be maintained on the following terms. (a) The Parent Borrower hereby designates the Administrative Agent to serve as the Parent 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, in the absence of manifest error, and the Parent 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees Borrowers agree that, upon the request of to the Administrative Agent by any Lender, the Borrower Borrowers will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower Borrowers hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts and/or any inconsistency with the Register shall not limit or otherwise affect any Obligations of the Borrowers or any other Obligor. (i) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s ObligationsBorrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered (or the holder of any Note evidencing such Loan) as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof and the compliance by the 1. No assignment or transfer of a Lender’s '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; provided, however, that, notwithstanding anything to the contrary contained herein, any Lender may, without any such recordation in the Register, at any time assign all or any portion of its rights under this Agreement and its Notes, if any, to a Federal Reserve Bank but no such assignment shall release such Lender from its obligations under this Agreement. (bii) The Borrower agrees Borrowers agree that, upon the request of to the Administrative Agent by any Lender, the Borrower Borrowers will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower Borrowers hereby irrevocably authorizes authorize each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrowers absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrowers or any other Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower Borrowers hereby designates designate 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 the applicable Commitment of each Lender’s Commitment, the applicable Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the such Loans, annexed to which the relevant Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to to, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations Table of Contents on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Term Loan Lender’s and each Revolving Loan Lender’s Commitment, the Loans made by each such Lender (and related interest amount) and each repayment in respect of the principal amount of the Term Loans and Revolving Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.10.2(d). Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Term Loan or Revolving Loan is registered (or, if applicable, to which a Term Note or Revolving 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 Lender’s Commitment or the Term Loans or Revolving Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1112.10.2(d). No assignment or transfer of a Lender’s Commitment or Term Loans or Revolving 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Term Note or Revolving Note, as the case may be, evidencing the Term Loans or Revolving Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan applicable Percentage of the original (in the case of Term Loans) or then applicable (in the case of Revolving Loans) Commitment Amount; provided that, upon any assignment or transfer of a Lender’s Commitments or Term Loans or Revolving Loans, such Lender shall surrender to the relevant Borrowers its Term Notes and Revolving Notes. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Term Loans or Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms: (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the joint and several Obligations of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of the Borrowers. (b) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s their agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related any interest amountthereon) and each repayment in respect of the principal amount of the Loans, Loans of each Lender (and any interest thereon) and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations13.11. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Lender’s Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in assignor thereof and the Register compliance by the Administrative Agent as provided in this Sectionparties thereto with the other requirements of Section 13.11. (bc) The Borrower agrees Borrowers agree that, upon the request of to the Administrative Agent by any Lender, the Borrower Borrowers will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to by such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notationsand, if madeso requested, shall evidence, inter alia, a new Note dated the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced therebyAmendment No. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.2

Register; Notes. (a) The Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower hereby designates to such Lender, including the Administrative Agent to serve as the Borrower’s agent, solely for the purpose amounts 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 related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s Obligations. The entries Commitments or ▇▇▇▇▇▇▇▇’s Obligations in respect of any applicable Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectiongovern. (b) The Borrower agrees thatAdministrative Agent, upon acting for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, shall maintain a register for the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage recordation of the original applicable Commitment Amountnames and addresses of the Lenders and the Commitments and Loans of each Lender from time to time (the “Register”). The Borrower hereby irrevocably authorizes each Register shall be available for inspection by the Borrower, any Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on and any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, other Person to the extent not inconsistent with notations made by necessary to establish that such obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations, at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the RegisterRegister the Commitments and the Loans, and each repayment or prepayment in respect of the principal amount (and each payment of stated interest) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Obligor Lender, absent manifest error; . The Borrower hereby designates the entity serving as the Administrative Agent to serve as ▇▇▇▇▇▇▇▇’s non-fiduciary agent solely for purposes of maintaining the Register as provided that in this Section 2.4(b), and the failure of any Lender Borrower hereby agrees that, to make any the extent such notations or any error entity serves in such notations capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents and Affiliates shall not limit or otherwise affect constitute “Indemnified Persons.” The parties intend that all extensions of credit pursuant to the Transaction Documents shall at all times be treated as being in registered form within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code (and any Obligations of any Obligorsuccessor provisions) and the Treasury Regulations thereunder and shall interpret the provisions herein regarding the Register and the Participant Register consistent with such intent.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. 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 (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. A Lender's Commitment or 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 Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s 's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor. The Loans evidenced by any Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11Assignor thereof. No assignment or transfer of a Lender’s '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 SectionSection 2.7. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor.. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. Subject to the provisions of Section 10.11.1, a Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to

Register; Notes. (a) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers’ 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.12. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s the Borrowers’ Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1110.12. 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. (b) The Borrower Borrowers agrees that, upon the request of any Lender, the each Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Term Loan Commitment Amount or Revolving Loan Commitment Amount, as applicable. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Borrower absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligorthe Borrowers.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and, as provided in clause (ii), the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bii) The Borrower hereby agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note or a Term Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 (other than an assignment made pursuant to Section 2.9 hereof) shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. Each assignment of Revolving Loans made pursuant to Section 2.9 shall be registered in the Register promptly after the Purchasing Lender shall have paid for such assignment in accordance with Section 2.9. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Percentage (assuming for purposes of this sentence only that the Swing Line Loan Percentage Commitment Amount is zero) of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from the Second-Lien Loans made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Second-Lien Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of either Borrower or any other Obligor. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment, the Second-Lien Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Second-Lien Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Obligation of either Borrower in respect of such Second-Lien Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, each Arranger, the Administrative Agent and the Lenders each Lender shall treat each Person in whose name a Second-Lien Loan (and as provided in clause (c) below the Note evidencing such Second-Lien Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Commitment or the The Second-Lien Loans made pursuant hereto shall may be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit assigned or otherwise affect any Obligations transferred in whole or in part only in accordance with the terms and provisions of any Obligor.this Section 2.5 and Section

Register; Notes. (a) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers’ 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s the Borrowers’ Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower Borrowers agrees that, upon the request of any Lender, the each Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Term Loan Commitment Amount or Revolving Loan Commitment Amount, as applicable. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Borrower absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligorthe Borrowers.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower and EPL each hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related interest amountother than the Swing Line Lender) and each repayment in respect of the principal amount of the Loans (other than the Swing Line Loans), annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, EPL, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan is registered 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 (other than an assignment made pursuant to Section 2.9 hereof) shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. Each assignment of Revolving Loans or EPL Loans made pursuant to Section 2.9 shall be registered in the Register promptly after the Purchasing Lender shall have paid for such assignment in accordance with Section 2.9. 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. (b) The Borrower agrees and EPL each agree that, upon the request of any Lender, the Borrower or EPL, as applicable, will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Percentage (assuming for purposes of this sentence only that the Swing Line Loan Percentage Commitment Amount is zero) of the original applicable Commitment Amount. The Borrower and EPL each hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 Commitmentname and address, Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount (and stated interest) of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorRestricted Person’s Obligations. 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 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 (including an assignment or transfer to an Affiliated Lender) shall be registered in the Register only upon delivery to the Administrative Agent of a Lender an Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. 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 SectionSection 2.9. This Section 2.9 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 such Treasury regulations). (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to to, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountLoans. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Restricted Person absent manifest error; provided provided, however that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorRestricted Person. (c) Interest on each Note shall accrue and be due and payable as provided herein and therein, (subject to the applicability of Section 2.8(b) and limited by the provisions of Section 10.9).

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 Commitmentname and address, Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount (and stated interest) of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorRestricted Person’s Obligations. 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 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 (including an assignment or transfer to an Affiliated Lender) shall be registered in the Register only upon delivery to the Administrative Agent of a Lender an Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. 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 SectionSection 2.9. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to to, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountLoans. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Restricted Person absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorRestricted Person. (c) Interest on each Note shall accrue and be due and payable as provided herein and therein, (subject to the applicability of Section 2.8(b) and limited by the provisions of Section 10.9).

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. 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 (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the purposes of all Loan Documents, notwithstanding notice or any provision herein to the contrary. A Lender's Commitment or 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 Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms: (a) The Each Borrower hereby designates the Administrative Agent to serve as the such 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 issued by the Borrowers hereunder and held by each Lender (and related interest amount) and SPC), each repayment in respect of the principal amount of the Loans, and each assignment or transfer of an interest in any Loan made pursuant to Section 10.11, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorCredit Party’s Obligations. The entries in the Register shall be conclusive, conclusive and binding in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent Agent, and the Lenders (including any SPC) shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment (or SPC’s) 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. (b) The Borrower agrees that, upon Upon the request of any LenderLender made through the Administrative Agent, the Borrower will Borrowers shall execute and deliver to such each Lender a Note evidencing the Loans made held by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountLoan. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Credit Party absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorCredit Party.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to such Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clauseclause (b), to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorsuch Borrower’s Obligationsobligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the applicable Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor 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. (bc) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the applicable Borrower will execute and deliver to such Lender Lender, as applicable, a U.S. Revolving Note, a Canadian Revolving Note, a U.S. Term Note, a Canadian Term Note and a Swing Line Note, as the case may be, evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of such Borrower or any other Obligor. A Note and the Loan evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Loan evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of the entire remaining amount of a Lender’s Commitments and the Loans made pursuant thereto and evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the applicable Borrower marked “exchanged”. No assignment of a Note and the Loan evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. (b) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.1112.11. 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. (bc) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 12.11.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Administrative Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term-A Note and a Term-B Note and a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, 48 56 if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Obligations of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of the Borrower. NY1:#3495514 (b) 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 CommitmentCommitments, the Loans made by each Lender (and related any interest amountthereon) and each repayment in respect of the principal amount of the Loans, Loans of each Lender (and any interest thereon) and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations13.11. 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 (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Lender’s Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in assignor thereof and the Register compliance by the Administrative Agent as provided in this Sectionparties thereto with the other requirements of Section 13.11. (bc) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to by such Lender in (and, if so requested, a maximum principal amount equal to such Lender’s Revolving Loan Percentage of new Note dated the original applicable Commitment AmountAmendment Closing Date). The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligorthe Borrower. A Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 13.11.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, of and the outstanding principal amount of, and the interest rate and Interest Period applicable to of the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term-A Note, a Term-B Note, a Term-C Note and a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of either Borrower or any other Obligor. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Obligation of either Borrower in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative each Agent and the Lenders each Lender shall treat each Person in whose name a Loan (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a A Lender's Commitment or and the Loans made pursuant hereto shall thereto may be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit assigned or otherwise affect any Obligations transferred in whole or in part only in accordance with the terms and provisions of any Obligorthis Section 2.7 and Section 11.

Register; Notes. (a) The Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower hereby designates to such Lender, including the Administrative Agent to serve as amounts of 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 Term Loans made by each Lender (and related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s ObligationsCommitments or B▇▇▇▇▇▇▇’s Obligations in respect of any applicable Term Loan; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern. (b) The Administrative Agent, acting for this purpose as a non-fiduciary agent of B▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names of the Lenders and the Commitments of, and principal amount of the Term Loans (and stated interest amounts) owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of absent manifest error, and the Borrower, the Back-Up Manager, the Shared Infrastructure Back-Up Manager, the Administrative Agent Agent, the Collateral Agent, and the Lenders shall treat each Person in whose name is recorded in the Register pursuant to the terms hereof as a Loan is registered as the owner thereof Lender hereunder for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a Commitment or the Loans made pursuant hereto The Register shall be registered available for inspection by the Borrower, the Collateral Agent, the Back-Up Manager, the Shared Infrastructure Back-Up Manager, or any Lender at any reasonable time and from time to time upon reasonable prior written notice. The Administrative Agent shall record in the Register only upon delivery to the Commitments and the Term Loans, and each repayment or prepayment in respect of the principal amount (and each payment of stated interest) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower, the Collateral Agent and each Lender, absent manifest error. The Borrower hereby designates the entity serving as the Administrative Agent to serve as B▇▇▇▇▇▇▇’s non-fiduciary agent solely for purposes of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such assignment or transfer shall have been recorded in maintaining the Register by the Administrative Agent as provided in this SectionSection 2.4(b). The parties intend that any interest in or with respect to the Commitments and Term Loans under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any regulations thereunder (and any successor provisions), including without limitation under United States Treasury Regulations Section 5f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent. (bc) The Borrower agrees that, that upon written notice by any Lender to the request of any Borrower that a promissory note is requested by such Lender to evidence the Obligations payable to such Lender, the Borrower will shall promptly execute and deliver to such Lender a an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto, provided that such note shall not be in duplication of any other outstanding Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made delivered by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorBorrower.

Register; Notes. The Register shall be maintained on the following terms: (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to a Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers 89 Project Granite – Credit Agreement absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Loan Party. (b) Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for the purpose of this clause, to maintain, and the Administrative Agent shall maintain at one of its offices in the United States, a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the principal amounts (and stated interest) of the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligora Borrower’s Obligationsobligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other applicable requirements of Section 10.1111.11. 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 SectionSection 2.7(b). The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (bc) The Each applicable Borrower agrees that, upon the written request of the Administrative Agent (at the direction of any Lender), the applicable Borrower will execute and deliver to such Lender Lender, as applicable, a Construction Loan Note evidencing the Construction Loans, a TRABL Loan Note evidencing the TRABL Loans, a Term Loan Note evidencing the Term Loans, a Material Construction Contract LC Note evidencing Material Construction Contract LC Loans, a Shell PPA LC Note evidencing Shell PPA LC Loans, an SCE PPA LC Note evidencing SCE PPA LC Loans or a DSR LC Note evidencing DSR LC Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original . Each applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period the Quarterly Payment Date applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrowers absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor.Loan Party. A Note and the Obligations evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.11. 90 Project Granite – Credit Agreement

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of either Borrower, any other Obligor or the Seller. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationseither Borrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative each Agent and the Lenders each Lender shall treat each Person in whose name a Loan (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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 Administrative Agent agrees to record in the Register any such assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto promptly upon its receipt of a Lender Assignment Agreement duly executed by the assignor and assignee thereof in accordance with Section 11.11.1. (bc) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term A Note, a Term B Note and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of either Borrower, any Obligorother Obligor or the Seller. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrowers marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s ObligationsBorrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite Assignor Lender and the compliance by the parties pursuant to thereto with the other requirements of Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bii) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to the order of such Lender in a maximum minimum stated principal amount denominated in Dollars equal to such Lender’s Revolving Loan 's Percentage of the applicable original Commitment Amount; provided, however, that all Notes shall be in a minimum stated principal amount denominated in Dollars equal to such Lender's Percentage of the original applicable Revolving Loan Commitment Amount. The , multiplied by 105 o/o. Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Each Lender and Conduit Investor shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower hereby designates to such Lender, including the Administrative Agent to serve as amounts of 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 Term Loans made by each Lender (and related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s Obligations. The entries Commitments or Borrower’s Obligations in respect of any applicable Term Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s (or Conduit Investor’s) records, the recordations 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectiongovern. (b) The Administrative Agent, acting for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and the Commitments and Term Loans of each Lender from time to time (the “Register”). 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. The Administrative Agent shall record in the Register the Commitments and the Term Loans, and each repayment or prepayment in respect of the principal amount (and each payment of stated interest) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error. The Borrower hereby designates the entity serving as the Administrative Agent to serve as ▇▇▇▇▇▇▇▇’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.7(b). The parties intend that any interest in or with respect to the Commitments and Term Loans under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any regulations thereunder (and any successor provisions), including without limitation under United States Treasury Regulations Section 5f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent. (c) The Borrower agrees that, that upon written notice by any Lender to the request of any Borrower that a promissory note is requested by such Lender to evidence the Obligations payable to such Lender, the Borrower will shall promptly execute and deliver to such Lender a an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto, provided that such note shall not be in duplication of any other outstanding Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made delivered by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorBorrower.

Register; Notes. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.06. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower's obligations under this Agreement or any Obligor’s ObligationsNote. 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 Documentsthis Agreement, 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 a Lender an Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1112.06. No assignment or transfer of a Lender’s '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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to Committed Loans made by such Lender shall be evidenced by a Note evidencing single promissory note of the Loans made byBorrower in substantially the form of Exhibit A hereto, and dated (i) the Closing Date, or (ii) the effective date of an Assignment pursuant to Section 12.06(b), payable to the order of such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable its Commitment Amountas in effect and otherwise duly completed. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid)date, which notationsamount, if madeType, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations of each Loan made by each Lender, and all payments made on account of the Administrative Agent in the Registerprincipal thereof, shall be conclusive and binding recorded by such Lender on each Obligor absent manifest error; provided that the failure of its books for its Notes, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Notes or any continuation thereof or on any separate record maintained by such Lender. Failure to make any such notations notation or any error in such notations to attach a schedule shall not limit or otherwise affect any Obligations Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any ObligorLender of its Notes.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s '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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan 's Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s 's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.original

Register; Notes. (a) The Register shall be maintained on the following terms: Section 2.7.1 Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7.3 below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. Section 2.7.2 The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clauseSection 2.7.2, to maintain, and the Administrative Agent shall maintain at one of its offices in New York City, a register (the “Register”) on which the Administrative Agent will record the name and address of each Lender and each Lender’s CommitmentCommitments, the principal amounts (and stated interest) of the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7.3 below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. A L▇▇▇▇▇’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 L▇▇▇▇▇’s Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.1111.11. No assignment or transfer of a LenderL▇▇▇▇▇’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. (b) Section 2.7.3 The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Term Note evidencing the Term Loans made by, and payable to by such Lender in or a maximum principal amount equal to DSR LC Note evidencing DSR LC Loans made by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period Payment Dates applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.11.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bc) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term A Note and/or a Term B Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee (and to the assignor, if the assignor is retaining any of the Loans) and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorRestricted Person’s Obligations. 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 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 a Lender an Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. 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. (b) [Reserved]. (c) [Reserved]. (d) The Borrower agrees that, upon the request of any Revolving Loan Lender, the Borrower will execute and deliver to such Lender a Revolving Loan Note evidencing the Revolving Loans made by, and payable to to, such Revolving Loan Lender in a maximum principal amount equal to such Revolving Loan Lender’s Revolving Loan Percentage Share of the original applicable Commitment Amountaggregate Revolving Loan Commitments. The Borrower hereby irrevocably authorizes each Revolving Loan Lender to make (or cause to be made) appropriate notations on the grid attached to such Revolving Loan Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Restricted Person absent manifest error; provided that that, the failure of any Revolving Loan Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorRestricted Person. (e) Interest on each Note shall accrue and be due and payable as provided herein and therein, with Eurodollar Loans bearing interest at the Eurodollar Rate and ABR Loans bearing interest at the Alternate Base Rate (subject to the applicability of the Default Rate as provided for herein or in the Notes and limited by the provisions of Section 10.9).

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Company to such Lender resulting from each Loan made by such Lender to the Company, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to CLAUSE (b)(ii) below, execution and delivery of a Note or Notes evidencing the Loans made by such Lender to the Company, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Company absent manifest error; PROVIDED, HOWEVER, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Company or any other Obligor. (i) The Borrower Company hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for the purpose of this clauseCLAUSE (b), to maintain a register (the “Register”"REGISTER") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11SECTION 11.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Company's obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerCompany, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and, as provided in CLAUSE (ii), the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any Commitment of any Lender 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 any Commitment of any Lender or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s any Commitment of any Lender 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. (bii) The Borrower Company agrees that, upon the request of by any LenderLender to the Administrative Agent, the Borrower Company will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term-A Note, a Term-B Note and a Swing Line Note evidencing the Loans made by, and payable to by such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountCompany. The Borrower Company hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter aliaINTER ALIA, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Company absent manifest error; provided PROVIDED, HOWEVER, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Company or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to SECTION 11.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued by the Company to the designated assignee and the old Note shall be returned by the Administrative Agent to the Company marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clauseclause (b), to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.12.1. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorBorrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11$$/BREAK/$$END 1. 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 SectionSection 2.8. (bii) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to the order of such Lender in a maximum minimum stated principal amount denominated in Dollars equal to such Lender’s Revolving Loan Percentage of the applicable original Commitment Amount; provided, however, that all Notes shall be in a minimum stated principal amount denominated in Dollars equal to such Lender’s Percentage of the original applicable Revolving Loan Commitment Amount, multiplied by 105%. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the type of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Administrative Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term-A Note, a Term-B Note, a Term-C Note and a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Borrower Royalty Sub hereby designates the Administrative Agent to serve as the Borrower’s Royalty Sub'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 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Confidentiality Agreement delivered to the Administrative Agent, and each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s 's Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerRoyalty Sub, 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 a Lender Assignment Agreement and a Confidentiality Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s '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. (b) The Borrower Royalty Sub agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower Royalty Sub will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan 's Percentage of the original applicable Commitment Amount. The Borrower Royalty Sub hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s 's Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7(c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Loan Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7(c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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. (bc) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, Term A Note and/or Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, 42 76 inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations notation shall not limit or otherwise affect any Loan Obligations of any Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record the names and addresses of the Lenders, each Term Loan Lender’s and each Revolving Loan Lender’s Commitment, the principal amounts of, and stated interest on, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Term Loans and Revolving Loans, annexed to which the Administrative Agent shall retain together with a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.10.2(d). Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent, the Canadian Administrative Agent and the Lenders shall treat each Person in whose name a Term Loan or Revolving Loan is registered (or, if applicable, to which a Term Note or Revolving 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 Lender’s Commitment or the Term Loans or Revolving Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1112.10.2(d). No assignment or transfer of a Lender’s Commitment or Term Loans or Revolving 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Term Note or Revolving Note, as the case may be, evidencing the Term Loans or Revolving Loans made by, and payable to the order of, such Lender Lender, and in the case of Revolving Loans, such Revolving Note shall evidence a maximum principal amount equal to such Lender’s Revolving Loan applicable Percentage of the original then applicable Revolving Loan Commitment Amount; provided that, upon any assignment or transfer of the full amount of a Lender’s Commitments or Term Loans or Revolving Loans, such Lender shall surrender to the relevant Borrowers its Term Notes and Revolving Notes. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Term Loans or Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account made by such Lender shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy Loans of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11Lender. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary, other than in accordance with Section 10.11. Any assignment or transfer of a A Lender’s Commitment or and the Loans made pursuant hereto shall thereto may be registered assigned or otherwise transferred in the Register whole or in part only upon delivery to the Administrative Agent by registration of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectionaccordance with Section 10.11. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note of the applicable Tranche evidencing the Loans of such Tranche made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment and the obligation evidenced thereby in the Register in accordance with Section 10.11.

Register; Notes. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower Borrowers hereby designates designate 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 Commitmentthe names and addresses of the Lenders, and the Commitments of, and principal amounts of and stated interest on the Loans made by owing to, each Lender (and related interest amount) and each repayment in respect of pursuant to the principal amount of the Loansterms hereof from time to time, annexed to which the relevant Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to to, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided provided, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a A Lender's Commitment or and the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11made 11.1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term Note (or Registered Note) and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor.. The Loans evidenced by any Registered Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be payable to the order of the payee named therein and its registered assigns. A Registered Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the obligation evidenced thereby in the Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Registered Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of Section 11.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Registered Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Registered Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section. ARTICLE III

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s ObligationsBorrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11duly 1. No assignment or transfer of a Lender’s '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. (bii) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to the order of such Lender in a maximum minimum stated principal amount denominated in Dollars equal to such Lender’s Revolving Loan 's Percentage of the applicable original Commitment Amount, provided, however, that all Other Currency Notes shall be in a minimum stated principal amount denominated in Dollars equal to such Lender's Percentage of the original applicable Revolving Loan Commitment Amount, multiplied by 105%. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.()

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy Loans of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11Lender 1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor.

Register; Notes. (a) The Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the Borrower hereby designates to such Lender, including the Administrative Agent to serve as the Borrower’s agent, solely for the purpose amounts of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans Borrowings made by each Lender (and related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on the principal amount of Borrower, absent manifest error; provided, that the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s Obligations. The entries Commitments or Borrower’s Obligations in respect of any applicable Term Loans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern. (b) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register for the recordation of the names and addresses of the Lenders and the Commitments and Borrowings of each Lender from time to time (the “Register”). The Register shall be conclusive, available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the absence Register the Commitments and the Borrowings, 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 and each Lender, absent manifest error, and the Borrower, the Administrative Agent and the applicable Lenders shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Borrower hereby designates the entity serving as the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this SectionSection ‎2.3‎(b), and the Borrower hereby agrees that, to the extent such entity serves in such capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents and Affiliates shall constitute “Indemnified Persons.” (bc) The Borrower agrees that, that upon written notice by any Lender to the request of any Borrower that a promissory note is requested by a Lender to evidence the Obligations payable to such Lender, the Borrower will shall promptly (and in any event within ten (10) Business Days of any such request) execute and deliver to such Lender a an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto, provided that such note shall not be in duplication of any other outstanding Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made delivered by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorBorrower.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to such Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; PROVIDED, HOWEVER, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “Register”"REGISTER") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationssuch Borrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the applicable Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bc) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the applicable Borrower will execute and deliver to such Lender Lender, as applicable, a U.S. Revolving Note, a Canadian Revolving Note, an Australian Revolving Note, a U.S. Term Note, a Canadian Term Note and a Swing Line Note, as the case may be, evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter aliaINTER ALIA, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided PROVIDED, HOWEVER, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of such Borrower or any other Obligor. A Note and the Loan evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the Loan evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of the entire remaining amount of a Lender's Commitments and the Loans made pursuant thereto and evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the applicable Borrower marked "exchanged". No assignment of a Note and the Loan evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) The Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower hereby designates to such Lender, including the Administrative Agent to serve as amounts of 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 Term Loans made by each Lender (and related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s Obligations. The entries Commitments or Uniti – Bridge Loan and Security Agreement B▇▇▇▇▇▇▇’s Obligations in respect of any applicable Term Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectiongovern. (b) The Administrative Agent, acting for this purpose as a non-fiduciary agent of B▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and the Commitments and Term Loans of each Lender from time to time (the “Register”). 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. The Administrative Agent shall record in the Register the Commitments and the Term Loans, and each repayment or prepayment in respect of the principal amount (and each payment of stated interest) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error. The Borrower hereby designates the entity serving as the Administrative Agent to serve as B▇▇▇▇▇▇▇’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.4(b), and the Borrower hereby agrees that, to the extent such entity serves in such capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents and Affiliates shall constitute “Indemnified Persons.” (c) The Borrower agrees that upon written notice by any Lender to the request of any Borrower that a promissory note is requested by such Lender to evidence the Obligations payable to such Lender, the Borrower will shall promptly execute and deliver to such Lender a an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto, provided that such note shall not be in duplication of any other outstanding Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made delivered by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorBorrower.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to CLAUSE (B)(II) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; PROVIDED, HOWEVER, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseCLAUSE (B), to maintain a register (the “Register”"REGISTER") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11SECTION 11.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in CLAUSE (II) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. Any assignment or transfer of a A Lender's Commitment or and the Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11made 11.1. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term Note (or Registered Note) and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter aliaINTER ALIA, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided PROVIDED, HOWEVER, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor.. The Loans evidenced by any Registered Note and interest thereon shall at all times (including after assignment pursuant to SECTION 11.11.1) be payable to the order of the payee named therein and its registered assigns. A Registered Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the obligation evidenced thereby in the Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Registered Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of SECTION 11.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Registered Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Registered Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section. -49- ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clauseclause (b), to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorBorrower’s Obligationsobligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11Assignor Lender thereof (and a Borrower, when its consent is required hereunder). 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 SectionSection 2.7. (bii) The Each Borrower agrees that, upon the request of any Lender, the that such Borrower will execute and deliver to such each Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Borrower or any other Obligor. The Loans evidenced by each such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns. Subject to the provisions of Section 10.11.1, a Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof (and a Borrower, when its consent is required hereunder) and the compliance by the parties thereto with the other requirements of Section 10.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Agent to the applicable Borrower marked “exchanged”. No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. (b) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsobligation 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 and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.1112.11. 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. (bc) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 12.11.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender, as applicable, a Revolving Note, a Term Note and a Swing Line Note, and each applicable Foreign Borrower will execute and deliver to such Lender a Note Foreign Loan Note, evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes authorizes, and with respect to any Foreign Loan Note, the Foreign Borrower that issued such Note authorizes, each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms. (a) The Parent Borrower hereby designates the Administrative Agent to serve as the Parent 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, in the absence of manifest error, and the BorrowerBorrowers, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees Borrowers agree that, upon the request of to the Administrative Agent by any Lender, the Borrower Borrowers will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower Borrowers hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorRestricted Person’s Obligations. 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 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 a Lender Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. 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. (b) [Reserved]. (c) [Reserved]. (d) The Borrower agrees that, upon the request of any Revolving Loan Lender, the Borrower will execute and deliver to such Lender a Revolving Loan Note evidencing the Revolving Loans made by, and payable to to, such Revolving Loan Lender in a maximum principal amount equal to such Revolving Loan Lender’s Revolving Loan Percentage Share of the original applicable Commitment Amountaggregate Revolving Loan Commitments. The Borrower hereby irrevocably authorizes each Revolving Loan Lender to make (or cause to be made) appropriate notations on the grid attached to such Revolving Loan Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Restricted Person absent manifest error; provided that that, the failure of any Revolving Loan Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorRestricted Person. (e) Interest on each Note shall accrue and be due and payable as provided herein and therein, with Eurodollar Loans bearing interest at the Eurodollar Rate and ABR Loans bearing interest at the Alternate Base Rate (subject to the applicability of the Default Rate as provided for herein or in the Notes and limited by the provisions of Section 10.9).

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower and the Co-Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower and the Co-Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Agent in the Register, be conclusive and binding on the Borrower and the Co-Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for the purpose of this clauseclause (b), to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorthe Borrower’s Obligationsand the Co-Borrower’s obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Co-Borrowers, the Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11Assignor Lender 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 SectionSection 2.7. (bc) The Borrower agrees and the Co-Borrowers agree that, upon the written request of to the Agent by any Lender, the Borrower and the Co-Borrowers will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower and the Co-Borrowers hereby irrevocably authorizes authorize each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower and the Co-Borrowers absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns. Subject to the provisions of Section 10.11.1, a Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof and the compliance by the parties thereto with the other requirements of Section 10.11.1, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Agent to the Borrower marked “exchanged”. No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Agent as provided in this Section.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7(c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Loan Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.,

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7(c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7(c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to CLAUSE (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Borrower absent manifest error; PROVIDED, HOWEVER, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of either Borrower, any other Obligor or the Seller. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseCLAUSE (b), to maintain a register (the “Register”"REGISTER") on in which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11SECTION 11.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationseither Borrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative each Agent and the Lenders each Lender shall treat each Person in whose name a Loan (and as provided in CLAUSE (c) below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 and/or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor and assignee thereof. No assignment or transfer of a Lender’s '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 Administrative Agent agrees to record in the Register any such assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto promptly upon its receipt of a Lender Assignment Agreement duly executed by the assignor and assignee thereof in accordance with SECTION 11.11. (bc) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Term A Note, a Term B Note and/or a Swing Line Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter aliaINTER ALIA, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Borrower absent manifest error; provided PROVIDED, HOWEVER, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of either Borrower, any Obligorother Obligor or the Seller. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to SECTION 11.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrowers marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record the names and addresses of the Lenders, each Term Loan Lender’s and each Revolving Loan Lender’s Commitment, the principal amounts of, and stated interest on, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Term Loans and Revolving Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1112.10.2(d). Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a Term Loan or Revolving Loan is registered (or, if applicable, to which a Term Note or Revolving 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 Lender’s Commitment or the Term Loans or Revolving Loans made pursuant hereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.1112.10.2(d). No assignment or transfer of a Lender’s Commitment or Term Loans or Revolving 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. (b) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender a Term Note or Revolving Note, as the case may be, evidencing the Term Loans or Revolving Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan applicable Percentage of the original (in the case of Term Loans) or then applicable (in the case of Revolving Loans) Commitment Amount; provided that, upon any assignment or transfer of a Lender’s Commitments or Term Loans or Revolving Loans, such Lender shall surrender to the relevant Borrowers its Term Notes and Revolving Notes. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Term Loans or Revolving Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that provided, that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's name, address and Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and, as provided in clause (ii), the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bii) The Borrower hereby agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note, a Swing Line Note, Term-A Note or a Term-B Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be payable to the order of the payee named therein and its registered assigns.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. The entries in the Register shall constitute prima facie evidence and shall be conclusivebinding, 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a Note evidencing the Loans made by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, constitute prima facie evidence and shall be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor. (c) Upon the request of any Lender, the Borrower will issue Notes to be represented by one or more definitive global securities in book-entry form which will be deposited at such time, by or on behalf of the Borrower, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co. The Borrower will use commercially reasonable efforts to ensure that such Notes issued to DTC are qualified for “book-entry” transfer and the Borrower agrees to deliver such documents as the Administrative Agent reasonably requests to effectuate such registration and subsequent transfers. For all purposes hereunder, the beneficial holder of such Note shall be treated as a “Lender” hereunder.

Register; Notes. The Register shall be maintained on the following terms. (a) 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 CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1110.6. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorRestricted Person’s Obligations. 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 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 a Lender Assignment Agreement and Acceptance that has been executed by the requisite parties pursuant to Section 10.1110.6. 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. (b) The Borrower agrees that, upon the request of any Tranche A Term Loan Lender, the Borrower will execute and deliver to such Lender a Tranche A Term Loan Note evidencing the Tranche A Term Loans made by, and payable to the order of, such Tranche A Term Loan Lender in a maximum principal amount equal to such Tranche A Term Loan Lender’s Revolving Tranche A Term Loan Percentage Share of the original applicable Commitment Amountaggregate Tranche A Term Loan Commitments. The Borrower hereby irrevocably authorizes each Tranche A Term Loan Lender to make (or cause to be made) appropriate notations on the grid attached to such Tranche A Term Loan Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Tranche A Term Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Restricted Person absent manifest error; provided that that, the failure of any Tranche A Term Loan Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorRestricted Person.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts will, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts will not limit or otherwise affect any Obligations of the Borrower or any other Loan Party. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall will retain a copy of each Lender Assignment Agreement and Acceptance delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall will not affect any Obligor’s Obligationsthe Borrower's obligation in respect of such Loans. The entries in the Register shall will be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall will treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto shall thereto will be registered in the Register only upon delivery to the Administrative Agent of a Lender an Assignment Agreement that has been and Acceptance duly executed by the requisite parties pursuant to Section 10.11the 11.1. No assignment or transfer of a Lender’s 's Commitment or the Loans shall made pursuant thereto will be effective unless such assignment or transfer shall will have been recorded in the Register by the Administrative Agent as provided in this Section. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall will evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced therebythereby and the principal amount of Loans that have been repaid (including, in the case of the Fronting Bank, Loans that have been refunded and refinanced by the Lenders on a Funding Date). Such notations shallwill, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall will not limit or otherwise affect any Obligations of the Borrower or any Obligorother Loan Party.

Register; Notes. (a) The Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower hereby designates to such Lender, including the Administrative Agent to serve as amounts of 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 Term Loans made by each Lender (and related interest amount) it and each repayment and prepayment in respect of thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure failure to make any such recordation, or any error in such recordation, shall not affect any ObligorLender’s Obligations. The entries Commitments or Borrower’s Obligations in respect of any applicable Term Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectiongovern. (b) The Administrative Agent, acting for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, shall maintain a register for the recordation of the names and addresses of the Lenders and the Commitments and Term Loans of each Lender from time to time (the “Register”). 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. The Administrative Agent shall record in the Register the Commitments and the Term Loans, and each repayment or prepayment in respect of the principal amount (and each payment of stated interest) of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error. The Borrower hereby designates the entity serving as the Administrative Agent to serve as ▇▇▇▇▇▇▇▇’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.4(b), and the Borrower hereby agrees that, to the extent such entity serves in such capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents and Affiliates shall constitute “Indemnified Persons.” (c) The Borrower agrees that upon written notice by any Lender to the request of any Borrower that a promissory note is requested by such Lender to evidence the Obligations payable to such Lender, the Borrower will shall promptly execute and deliver to such Lender a an appropriate promissory note or notes substantially in the form of Exhibit A attached hereto, provided that such note shall not be in duplication of any other outstanding Note evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made delivered by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorBorrower.

Register; Notes. (a) The Register shall be maintained on the following terms: Section 2.7.1 Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal, interest and fees payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to Section 2.7.3 below, execution and delivery of a Note evidencing the Loans made by such Lender to such Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts or any error in any such account shall not limit or otherwise affect any Obligations of any Obligor. Section 2.7.2 Each Borrower hereby designates the Administrative Agent to serve as the Borrowersuch ▇▇▇▇▇▇▇▇’s agent, solely for the purpose of this clauseSection 2.7.2, to maintain, and the Administrative Agent shall maintain at one of its offices in New York City, a register (the “Register”) on which the Administrative Agent will record the name and address of each Lender and each Lender’s CommitmentCommitments, the principal amounts (and stated interest) of the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligorsuch ▇▇▇▇▇▇▇▇’s Obligationsobligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the such Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in Section 2.7.3 below the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary. A ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’s Commitment or the Loans made pursuant hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite assignor thereof and the compliance by the parties pursuant to thereto with the other requirements of Section 10.1111.11. 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. (b) The Section 2.7.3 Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Term Note evidencing the Term Loans made by, and payable to by such Lender in or a maximum principal amount equal to DSR LC Note evidencing DSR LC Loans made by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Such Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period Payment Dates applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of any Obligor. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only in accordance with Section 11.11.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (c) below, execution and delivery of a Note evidencing the Loans made by such Lender to such Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on such Borrower absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (b) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1111.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationssuch Borrower"s obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the applicable Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (c) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s 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. (bc) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the applicable Borrower will execute and deliver to such Lender Lender, as applicable, a U.S. Revolving Note, a Canadian Revolving Note, an Australian Revolving Note, a Term A Note, a Term B Note and a Swing Line Note, as the case may be, evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note Lender"s Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of such Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 11.11.1) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the applicable Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. The Register shall be maintained on the following terms: (a) The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers’ 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 issued by the Borrowers hereunder and held by each Lender (and related interest amount) and SPC), each repayment in respect of the principal amount of the Loans, and each assignment or transfer of an interest in any Loan made pursuant to Section 10.11, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any ObligorCredit Party’s Obligations. The entries in the Register shall be conclusive, conclusive and binding in the absence of manifest error, and the BorrowerBorrowers, the Administrative Agent Agent, and the Lenders (including any SPC) shall treat each Person in whose name a Loan is registered 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. No assignment or transfer of a Lender’s Commitment (or SPC’s) 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. (b) The Borrower agrees that, upon Upon the request of any LenderLender made through the Administrative Agent, the Borrower will Borrowers shall execute and deliver to such each Lender a Note evidencing the Loans made held by, and payable to the order of, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountLoan. The Borrower Borrowers hereby irrevocably authorizes authorize each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor Credit Party absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any ObligorCredit Party.

Register; Notes. The Register shall be maintained on the following terms. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for the purpose of this clause, to maintain a register (the “Register”) on which the Administrative Agent will record each Lender’s CommitmentCommitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount (and stated interest) of the Loans, annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligations. 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 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 a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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. (b) The Borrower agrees that, upon the request of any Lender, the Borrower will execute and deliver to such Lender a Revolving Note or Term Note, as applicable, evidencing the Loans made by, and payable to to, such Lender in a maximum principal amount equal to such Lender’s Revolving Loan Percentage of the original applicable Commitment AmountAmount or the aggregate principal amount of outstanding Term Loans, as applicable. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor absent manifest error; provided that that, the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) The Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrowers, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrowers absent manifest error; provided, however, that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of any Obligor. (i) Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s 's Commitment, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.1110.11.1. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s ObligationsBorrower's obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the each Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite Assignor Lender and the compliance by the parties pursuant to thereto with the other requirements of Section 10.11. 1. No assignment or transfer of a Lender’s '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. (bii) The Each Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the such Borrower will execute and deliver to such Lender Lender, as applicable, a Note evidencing the Loans made by, and payable to the order of such Lender in a maximum minimum stated principal amount denominated in Dollars equal to such Lender’s Revolving Loan 's Percentage of the applicable original Commitment Amount; provided, however, that all Notes shall be in a minimum stated principal amount denominated in Dollars equal to such Lender's Percentage of the original applicable Revolving Loan Commitment Amount, multiplied by 105%. The Each Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor such Borrower absent manifest error; provided provided, however, that the failure of any Lender to make any such notations or any error in such notations shall not limit or otherwise affect any Obligations of any Obligor.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. In the case of a Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided that the failure of any Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purpose of this clauseclause (b), to maintain a register (the “"Register”") on which the Administrative Agent will record each Lender’s Commitment's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision 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 hereto thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement that has been duly executed by the requisite parties pursuant to Section 10.11assignor thereof. No assignment or transfer of a Lender’s '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. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Revolving Note and a Term Note, evidencing the Loans made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided that the failure of any Lender to make any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11) be represented by one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to the designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged". No assignment of a Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Register; Notes. (a) Each Lender may maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Such account or accounts shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, -------- however, that the failure of any Lender to maintain such account or ------- accounts shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s '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's Commitments, the Loans made by each Lender (and related interest amount) and each repayment in respect of the principal amount of the Loans, annexed to which the Administrative Agent shall retain a copy Loans of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11Lender. Failure to make any recordation, or any error in such recordation, shall not affect any Obligor’s Obligationsthe Borrower'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 and the Lenders shall treat each Person in whose name a Loan is registered as the owner thereof for the all purposes of all Loan Documentsthis Agreement, notwithstanding notice or any provision herein to the contrary, other than in accordance with Section 10.11. Any assignment or transfer of a A Lender's Commitment or and the Loans made pursuant hereto shall thereto may be registered assigned or otherwise transferred in the Register whole or in part only upon delivery to the Administrative Agent by registration of a Lender Assignment Agreement that has been executed by the requisite parties pursuant to Section 10.11. 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 Sectionaccordance with Section 10.11. (bii) The Borrower agrees that, upon the request of to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender Lender, as applicable, a Note of the applicable Tranche evidencing the Loans of such Tranche made by, and payable to such Lender in a maximum principal amount equal to by such Lender’s Revolving Loan Percentage of the original applicable Commitment Amount. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender’s Note 's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of, ----- ---- the outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on each Obligor the Borrower absent manifest error; provided provided, however, that the failure of any Lender to make -------- ------- any such notations or any error in any such notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.11.1) be represented by --------------- one or more Notes payable to the order of the payee named therein and its registered assigns. A Note and the obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register in accordance with Section 10.11.