Common use of The Register Clause in Contracts

The Register. (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Administrative Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 regulations (and any other relevant or successor provisions of the Code or such regulations). (b) In the event that any Lender sells participations in any Term Loan, Term Loan Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Term Loans held by it and the principal amount (and related stated interest thereon) of the portion of the Term Loans and or Term Loan Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Term Loan or Term Loan Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Term Loans or Term Loan Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Term Loan Commitments, Term Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Term Loan Commitment, Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Administrative Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Solely for purposes of this Section 13.20, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Loans held by it and the principal amount (and stated related interest thereon) of the portion of the Loans and or Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Loan or Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 45.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and by each Lender, but only as to information regarding the BorrowerLoans made by such Lender, maintain upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such ▇▇▇▇▇▇, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each ▇▇▇▇▇▇’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Administrative Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Solely for purposes of this Section 13.20, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such ▇▇▇▇▇▇, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Loans held by it and the principal amount (and stated related interest thereon) of the portion of the Loans and or Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Loan or Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 45.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agents and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times at its address referred to in subsection 10.8) a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Tranche B Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Incremental Term Loan Commitments, Incremental Revolving Loan Commitments, Tranche B Term Loans, Revolving Loans, Swing Line Loans, Incremental Term Loans and the Commitment Incremental Revolving 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Existing Aircraft Extended Loans and New Aircraft Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Existing Aircraft Extended Loans and New Aircraft Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s option, on without limitation the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Administrative Agent to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1E, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnities for all purposes under subsection 9.3.

The Register. (i) The For purposes of this subsection 2.1D, any reference to a Lender shall be construed to include Issuing Lender. Administrative Agent shallAgent, acting solely for this purpose these purposes as a non-fiduciary an agent of the BorrowerCompany (and such agency being solely for tax purposes) (it being acknowledged that Administrative Agent (and any sub-agent), in such capacity, its Affiliates and its Affiliates’ partners, officers, directors, employees, agents, trustees and advisors shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times at its address referred to in subsection 10.8) a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Incremental Term Loan Commitments, Incremental Revolving Loan Commitments, Revolving Loans, Swing Line Loans, Incremental Term Loans and the Commitment Incremental Revolving Loans, Letters of Credit of, and Obligations owed to 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register and any Lender’s records, the recordations entries in the Register shall govern be conclusive (absent manifest error thereinerror). (iv) The Borrower, the Company, Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans. In addition, Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender (and as a Voting Defaulting Lender).

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own interest only) at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative . Any failure of the Agent shall to record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordationapplicable Register, or any error in such recordationdoing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Lender’s Commitment Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.21 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.21 shall be construed so that the Obligations and Letters of Credit are at all times maintained in respect “registered form” within the meaning of any applicable Loan. (iiiSections 163(f), 871(h)(2) Each Lender shall record on its internal records (or, at such Lender’s option, on and 881(c)(2) of the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register Code and any Lender’s records, related regulations (and any other relevant or successor provisions of the recordations in the Register shall govern (absent manifest error thereinCode or such regulations). (ivb) The BorrowerIn the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the Administrative Agent name of all participants in the Obligations held by it and the Lenders principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall deem and treat expressly so provide). Any participation of such Obligations may be effected only by the Persons listed as Lenders registration of such participation on the Participant Register. The entries in the Participant Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereofshall be conclusive absent manifest error, and no assignment or transfer of any such Commitment or Loan Lender shall be effective, in treat each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and Person whose name is recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Participant Register as the owner thereof, and of such participation for all purposes of this Agreement notwithstanding any request, authority or consent of any Person who, at notice to the time of making such request or giving such authority or consent, is listed in the contrary. The Participant Register as a Lender shall be conclusive available for inspection by the Borrowers at any reasonable time and binding on any subsequent holder, assignee or transferee from time to time upon reasonable prior notice. For the avoidance of doubt the corresponding Commitments or LoansAgent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Administrative Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Solely for purposes of this Section 13.20, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Loans held by it and the principal amount (and stated related interest thereon) of the portion of the Loans and or Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Loan or Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 45.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.9, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrowers' Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Borrower, maintain Register and not that of any other Lender) at the Funding its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and Payment Office accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Commitment and Loans and the Commitment 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting notwithstanding notice to the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, contrary; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"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. (ii) The Administrative Agent shall record in the Register the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term Loans and Revolving Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loan or Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall may record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of the Tranche A Term Loans, Tranche B Term Loans and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable LoanLoans; and provided, further, PROVIDED FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error thereinerror). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates CIBC to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in Section 10.02, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). , The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment Commitments, Loans and the Loans Letter of Credit Usage from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided provided, however, that that failure to make any such recordation, or -------- ------- any error in such recordation, shall not affect any Lender's Commitments or the Company's obligations in respect of any applicable Loans or Letter of Credit Usage. (iii) Each Lender shall record on its internal records (including, without limitation, the Notes held by such Lender) the amount of the Loan made by it and each payment in respect thereof. Any recordation shall be conclusive and binding on the Company, absent manifest error; PROVIDED, HOWEVER, that that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations Company's obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount Loans and Letter of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest errorCredit Usage; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between -------- the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments Commitments, Loans and Loans Letter of Credit Usage listed therein for all purposes hereof, and no assignment or transfer of any such Commitment Commitment, Loans or Loan Letter of Credit Usage shall be effective, in each case case, unless and until an Assignment Agreement and Acceptance effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. 10.07(c). Prior to such recordation, all amounts owed with respect to the applicable Commitment Commitment, Loan or Loan Letter of Credit Usage shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments Commitments, Loans or LoansLetter of Credit Usage.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Term Loans and the Commitment Revolving 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 Company, Administrative Agent, Collateral Agent and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans. Each Lender that sells a participation, or grants an option to an SPC, shall, acting solely for this purpose as an agent of Company, maintain a register on which it enters the name and address of each participant and each SPC, and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement and of the interest underlying each option granted to an SPC (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation or such SPC option grant for all purposes of this Agreement notwithstanding any notice to the contrary.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment (whether or not separately evidenced by one or more Notes) of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term Loan, Tranche C Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such the Tranche A Term Loans, Tranche B Term Loan, Tranche C Term Loan or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest clearly demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of the Tranche B Term Loan and the Tranche C Term Loan and each Tranche A Term Loan and Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest clearly demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates BTCo to serve as its agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent BTCo serves in such capacity, BTCo and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche A Commitment and Tranche B Commitment, respectively, and the Tranche A Term Loan and the Tranche B Term Loan, respectively, of each Term Lender, the Revolving Loan Commitment and the Revolving Loans from time to time of each Revolving Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Tranche A Term Loan and the Tranche B Term Loan, respectively, of each Term Lender, the Revolving Loans of each Revolving Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of the Tranche A Term Loan and the Tranche B Term Loan, respectively, and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates CSFB to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent CSFB serves in such capacity, CSFB and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company, Guarantors and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Borrower, maintain Register and not that of any other Lender) at the Funding its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and Payment Office accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loans, Revolving Loans and the Commitment Swing Line 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting notwithstanding notice to the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, contrary; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) The Administrative the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent shall, acting solely from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for this purpose as a non-fiduciary agent inspection by the applicable Borrowers or any applicable Lender at the respective offices of the BorrowerAgent at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.22 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.22 shall be construed so that the Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all participants in the names and addresses of the Lenders Obligations held by it and the principal amount (and stated interest thereon) of the Loans and portion of the Commitment Obligations which is the subject of each Lender from time to time the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The Participant 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such L▇▇▇▇▇, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Administrative Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 regulations (and any other relevant or successor provisions of the Code or such regulations). (b) In the event that any Lender sells participations in any Term Loan, Term Loan Commitment or other interest of such Lender hereunder, under any other Loan Document or under the Unsecured ProFrac Guarantee, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Term Loans held by it and the principal amount (and related stated interest thereon) of the portion of the Term Loans and or Term Loan Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). The A Term Loan or Term Loan Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Term Loans or Term Loan Commitments may be available for inspection effected only by the Borrower registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any Lender at portion of the Participant Register to any reasonable time Person (including the identity of any Participant or any information relating to a Participant’s interest in any Term Loan Commitments, Term Loans or its other obligations under any Loan Document or under the Unsecured ProFrac Guarantee) except to the extent that such disclosure is necessary to establish that such Term Loan Commitment, Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and from time to time upon reasonable prior notice. Section 1.163-5(b) of the United States Proposed Treasury Regulations (ii) or, in each case, any amended or successor version). The Administrative Agent shall record entries in the Participant Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iiic) Each Lender Register shall record on its internal records (or, at such Lender’s option, on be maintained by the Note held by such Lender) Agent as a non-fiduciary agent of the amount of each Loan made by it and each payment thereofBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment (whether or not separately evidenced by one or more Notes) of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term Loan, Tranche C Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such the Tranche A Term Loans, Tranche B Term Loan, Tranche C Term Loan or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest clearly demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrowers' Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of the Tranche B Term Loan and the Tranche C Term Loan and each Tranche A Term Loan and Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers, absent manifest clearly demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the any Borrower's Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerBorrowers, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Each Borrower hereby designates BTCo to serve as its agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrowers hereby agree that, to the extent BTCo serves in such capacity, BTCo and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Chase Co-Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Chase Co-Administrative Agent shall record in the Register the Commitment Commitments and the outstanding Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe outstanding Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and an until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Chase Co-Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Chase, and any financial institution serving as a successor Chase Co-Administrative Agent, to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Chase serves in such capacity, Chase and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office its address referred to in subsection 12.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest of the Revolving Loan Commitment, Swing Line Loan Subcommitment, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Revolving Loan Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Revolving Loan Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, consent is listed in the Register as a Lender Lender, shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Loan Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Revolving Loan Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the contents thereof, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Revolving Loan Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment (whether or not separately evidenced by one or more Notes) of each Lender from time to time (the “Register”"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. (ii) The Administrative Agent shall record in the Register the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender and each repayment or prepayment in respect of the principal amount of such the Tranche A Term Loans, Tranche B Term Loan, or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest clearly demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of each the Tranche B Term Loan and the Tranche A Term Loan and Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest clearly demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for cancellation, accompanied by a duly executed Assignment Agreement, of the Note evidencing such Loan. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates Fleet to serve as its agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerBorrower (it being acknowledged that Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Borrower and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount Revolving Loan Commitment and stated interest of the Revolving Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. The Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own interest only) at the respective offices of the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Administrative Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Administrative Agent. The Obligations are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 14.19 and for Tax purposes only, the Administrative Agent shall be the Borrower’s non-fiduciary agent for purposes of maintaining the applicable Register (but the Administrative Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 14.19 shall be construed so that the Obligations 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 regulations (and any other relevant or successor provisions of the Code or such regulations). (b) In the event that any Lender sells participations in any Term Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. The Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own interest only) at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Obligations are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 14.19 and for Tax purposes only, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 14.19 shall be construed so that the Obligations 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 regulations (and any other relevant or successor provisions of the Code or such regulations). (b) In the event that any Lender sells participations in any Term Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment Commitments and the outstanding Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe outstanding Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided, that failure to make any such recordation, or any error in such recordation, shall not affect Company's Obligations in respect of the applicable Loans. (iii) Each Lender shall record on its internal records (including, without limitation, the Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be prima facie evidence of the amount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (govern, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and an until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Chase, and any financial institution serving as a successor Administrative Agent, to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Chase serves in such capacity, Chase and its officers, directors, employees, agents and affiliates shall constitute Indemnities for all purposes under subsection 10.3.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The entries in the Register shall be conclusive absent manifest error. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own interest only) at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative . Any failure of the Agent shall to record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordationapplicable Register, or any error in such recordationdoing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Lender’s Commitment Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.21 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.21 shall be construed so that the Obligations and Letters of Credit are at all times maintained in respect “registered form” within the meaning of any applicable Loan. (iiiSections 163(f), 871(h)(2) Each Lender shall record on its internal records (or, at such Lender’s option, on and 881(c)(2) of the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register Code and any Lender’s records, related regulations (and any other relevant or successor provisions of the recordations in the Register shall govern (absent manifest error thereinCode or such regulations). (ivb) The BorrowerIn the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the Administrative Agent name of all participants in the Obligations held by it and the Lenders principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”); provided that no Lender shall deem have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and treat each note shall expressly so provide). Any participation of such Obligations may be effected only by the Persons listed as Lenders registration of such participation on the Participant Register. The entries in the Participant Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereofshall be conclusive absent manifest error, and no assignment or transfer of any such Commitment or Loan Lender shall be effective, in treat each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and Person whose name is recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Participant Register as the owner thereof, and of such participation for all purposes of this Agreement notwithstanding any request, authority or consent notice to the contrary. For the avoidance of any Person who, at doubt the time of making such request or giving such authority or consent, is listed Agent (in the Register its capacity as Agent) shall have no responsibility for maintaining a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or LoansParticipant Register.

The Register. (i) The Administrative Agent shall(or its agent or sub-agent appointed by it) shall maintain, acting solely as agent for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office its address referred to in subsection 9.9, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”). The Register Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record record, or shall cause to be recorded, in the Register the Commitment and the Loans (in accordance with the provisions of subsection 9.1) from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Obligations of either of the Borrowers in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Obligations of either of the Borrowers in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Borrower (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees under Section 10.3), shall maintain (and make available for inspection by Borrower and each Lender (solely as it relates to such Lender’s Commitments) upon reasonable prior notice at reasonable times) at its address referred to in Section 10.8, which address shall be in the BorrowerUnited States, maintain at the Funding and Payment Office a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Loans Term Loan Commitment, Revolving Loan Commitment, Term Loan and the Commitment Revolving 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence thereof, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in -------- such recordation, shall not affect any Lender’s 's Commitment or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the including any Note held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any -------- such recordation, or any error in such recordation, shall not affect any Lender’s 's Commitment or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between -------- ------- the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments Commitment or Loans. (v) Company hereby designates UBOC to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent UBOC serves in such capacity, UBOC and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such ▇▇▇▇▇▇, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Administrative Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 regulations (and any other relevant or successor provisions of the Code or such regulations). (b) In the event that any Lender sells participations in any Term Loan, Term Loan Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Term Loans held by it and the principal amount (and related stated interest thereon) of the portion of the Term Loans and or Term Loan Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Term Loan or Term Loan Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Term Loans or Term Loan Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Term Loan Commitments, Term Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Term Loan Commitment, Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Borrower, maintain Register and not that of any other Lender) at the Funding its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and Payment Office accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loans, Revolving Loans and the Commitment Swing Line 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting notwithstanding notice to the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, contrary; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) 2.4.1 The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office its address referred to in Section 8.8 a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) 2.4.2 The Administrative Agent shall record in the Register the Commitment and the Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans. (iii) 2.4.3 Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lenderincluding any promissory note described in Section 2.4.4) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans; and providedprovided further, furtherhowever, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The 2.4.4 Any Lender may, by notice to the Agent and Borrower, request that all or part of the Administrative principal amount of Borrower's Loans from such Lender and such Lender's Commitment hereunder be evidenced by Notes. Within three Business Days of a Borrower's receipt of such notice, Borrower shall execute and deliver to the Agent and for delivery to the Lenders shall deem and treat the Persons listed as Lenders appropriate Lender a Note in the Register as amount(s) of such Lender's Commitment payable to the holders and owners notifying Lender or, if so specified in such notice, any Person who is an assignee of such Lender pursuant to Section 8.1 hereof. If the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment foreclosure or transfer other enforcement of any Mortgage or any other Security Document requires the presentation of a Note evidencing the Obligations secured by such Commitment Security Document and Borrower fails or Loan shall refuses to comply with a request for such Note, then a copy of this Agreement may be effective, presented in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to lieu of such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or LoansNote.

The Register. (i) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary agent of for the BorrowerBorrowers, shall maintain at the Funding its address referred to in Section 13.09 a copy of each Assignment and Payment Office Acceptance delivered to and accepted by it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrowers, any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a control account and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the “Register”)date and amount of each Borrowing made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent from the Borrowers hereunder and each Lender's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrowers. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be final, conclusive and binding upon the Borrowers for all purposes, absent manifest error, and each Borrower and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation No assignment shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case effective unless and until an the Assignment Agreement effecting the assignment or transfer thereof shall have and Acceptance has been accepted by the Administrative Agent and recorded registered in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or LoansRegister.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and any Joint-Lead Arranger upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Tranche A Term Loan, Tranche B Term Loan, Tranche C Term Loan, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of Lenders and, to the Lenders extent Administrative Agent has received notice of participation, Participants and the principal amount and stated interest respective amounts of the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Tranche A Term Loan, Tranche B Term Loan, Revolving Loans and the Commitment Swing Line Loans of each Lender and, to the extent Administrative Agent has received notice of participation, Participant 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (ia) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary the agent of the Borrower, shall maintain (in electronic form or otherwise) at the Funding its address referred to in Clause 32.2 (Addresses): (i) each Transfer Certificate referred to in Clause 24.7 (Procedure for transfers) and Payment Office each Assignment Agreement referred to in Clause 24.8 (Procedure for assignment) each Increase Confirmation delivered to and accepted by it; and (ii) with respect to each Facility, a register for the recordation recording of the names and addresses of the Lenders and the Commitment of, and principal amount and stated interest of the Loans and the Commitment of owing to, each Lender from time to time (the “"Register”)") under such Facility, which may be kept in electronic form. 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.123 Project Meria: Senior Facilties Agreement (iib) The Administrative Agent shall record entries in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lenderfor all purposes, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and person whose name is recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender hereunder for all purposes of this Agreement. The Agent shall provide the Company and any Borrower with a copy of the Register within one (1) Business Day of request. (c) Each Party irrevocably authorises and instructs the Agent to make the relevant entry in the Register (and which the Agent shall do promptly) on its behalf for the purposes of this Clause 24.10 without any further consent of, or consultation with, such Party. No assignment or transfer shall be conclusive effective unless recorded in the Register. (d) The Agent shall, upon request by an Existing Lender (as defined in Clause 24.2 (Assignments and binding Transfers by Lenders)) or a New Lender, confirm to that Existing Lender or New Lender whether a transfer or assignment from that Existing Lender or (as the case may be) to that New Lender has been recorded on any subsequent holder, assignee or transferee the Register (including details of the corresponding Commitments Commitment of that Existing Lender or LoansNew Lender in each Facility).

The Register. (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding its ------------ address referred to in Section 13.08 a copy of each Assignment and Payment Office Acceptance ------------- delivered to and accepted by it and a register (the "Register") for the -------- recordation of the names and addresses of the Lenders and the Commitment under each Loan of, and principal amount and stated interest of the Loans and the Commitment of under each facility owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the “date and amount of each Borrowing made hereunder, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder or under the Notes, and (iv) the amount of any sum received by the Administrative Agent from the Borrowers or any guarantor of the Obligations and each Lender's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be -------- ------- obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. Notwithstanding anything to the contrary contained in the previous paragraph of this Section 13.01(c), the Loans (including the Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferrable only upon notation of such transfer in the Register”. A Note shall only evidence the Lender's or an assignee's right title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 13.01(c) shall be construed so that the 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 Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 13.01(e) and for tax purposes only, the ---------------- Administrative Agent shall act as the Borrower's agent for purposes maintaining such notations of transfer in the Register. No transfer by a Lender or an assignee of any of the Loans shall be permitted or effective unless and until recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the Agents, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Revolving Loan Commitments and stated interest of the Revolving Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Revolving Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Revolving Loan Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Revolving Loan Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Revolving Loan Commitments and Revolving Loans listed therein for all purposes hereof, and no assignment or transfer of any such Revolving Loan Commitment or Revolving Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Revolving Loan Commitment or Revolving Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Loan Commitments or Revolving Loans. REVOLVING LOAN CREDIT AGREEMENT EXECUTION 45 53 (v) Company hereby designates Fleet to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address set forth on its signature page hereto, maintain at the Funding and Payment Office a register for the recordation of the names name and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and Revolving Loans from time to time of each Lender, the Swingline Loan Commitment and the Swingline Loans from time to time of each Swingline Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans of each Lender or the Swingline Loans of Swingline Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.subsection

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment and Revolving Loan Commitment and the Term Loans and Revolving Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans or Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall may record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of the Term Loans and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (absent manifest error thereinerror). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates CIBC to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each LenderCompany, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Additional AXEL Commitments and stated interest of the Loans and the Commitment AXELs of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Additional AXEL Commitment and the Loans AXELs from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe AXEL of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's Additional AXEL Commitment or the Company's Obligations in respect of any applicable LoanAXELs. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note AXEL Notes held by such Lender) the amount of each Loan the AXELs made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's Additional AXEL Commitment or the Company's Obligations in respect of any applicable Loan; AXELs and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Additional AXEL Commitments and Loans AXELs listed therein for all purposes hereof, and no assignment or transfer of any such Additional AXEL Commitment or Loan AXEL shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Additional AXEL Commitment or Loan AXEL shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Additional AXEL Commitments or LoansAXELs. (v) Company hereby designates Fleet to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Revolving Loan Commitments and stated interest of the Revolving Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Revolving Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Revolving Loan Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Revolving Loan Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Revolving Loan Commitments and Revolving Loans listed therein for all purposes hereof, and no assignment or transfer of any such Revolving Loan Commitment or Revolving Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Revolving Loan Commitment or Revolving Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Loan Commitments or Revolving Loans. (v) Company hereby designates Fleet to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Chase Co-Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Chase Co-Administrative Agent shall record in the Register the Commitment Commitments and the outstanding Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe outstanding Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and an until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Chase Co-Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Chase, and any financial institution serving as a successor Chase Co-Administrative Agent, to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Chase serves in such capacity, Chase and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerBorrower (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Borrower and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records (and make available for inspection by Administrative Agent upon reasonable prior notice) the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment, the Term Loans, the Revolving Loan Commitment and the Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans and the Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of the Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that that, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, furtherfurther that, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (and be conclusive and binding on such Lender, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Fleet (or such Person who may serve as Successor Administrative Agent) to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Fleet (or such Person who may serve as Successor Administrative Agent) serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Paying Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.6, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment Loan of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Paying Agent shall record in the Register the Commitment and the Loans Loan from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Loan of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's Commitment or the Company's Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note held by such Lender) the amount of each the Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent, Paying Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Paying Agent and recorded in the Register and a copy thereof delivered to Company as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments Commitment or LoansLoan. (v) Company hereby designates Paying Agent to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Paying Agent serves in such capacity, Paying Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in Section 9.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the ▇▇▇▇▇▇▇▇'s Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the any Note held by such Lender) the amount of each Loan Loans made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any applicable Loanthe Loans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s ▇▇▇▇▇▇'s records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, Borrower and each of the Administrative Agent and the Lenders Credit Parties shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan Commitments and Loans shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. 9.1(b)(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan Commitments and Loans shall be owed to the Lender Lenders listed in the Register as the owner owners thereof, and any request, authority authority, or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee assignee, or transferee of the corresponding Commitments or and Loans. (v) Borrower hereby designates Administrative Agent to serve as ▇▇▇▇▇▇▇▇'s agent solely for purposes of maintaining the Register as provided in this Section 2.1(d), and ▇▇▇▇▇▇▇▇ hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its Representatives shall constitute Indemnitees for all purposes under Section 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the applicable Term Loan Commitment (if any) and applicable Revolving Loan Commitment and the applicable Term Loan (if any) and applicable Revolving Loans from time to time of each Lender, the applicable Swing Line Loan Commitment and the applicable Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe applicable Term Loan (if any) or applicable Revolving Loans of each Lender or the applicable Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the each Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the any Borrower's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of the applicable Term Loan (if any) and each applicable Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the each applicable Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect Lender's Commitments or any Lender’s Commitment or the Borrower's Obligations in respect of any applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerBorrowers, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Each Borrower hereby designates BTCo to serve as such Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and each Borrower hereby agrees that, to the extent BTCo serves in such capacity, BTCo and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerBorrower (it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by the Borrower and by each Lender, but only as to information regarding the Loans made by such Lender, upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in Schedule 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans, Swing Line Loans and Term Loans of each Lender (including principal amount and stated interest of the Loans and the Commitment of each Lender therein) 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan Loan, absent manifest error, shall be owed CHAR1\1732468v1CHAR1\1735441v5 to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment Loans from time to time of each Lender and each repayment or prepayment in respect of the principal amount of the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s option, on without limitation the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, PROVIDED FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Administrative Agent to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1C, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche B Term Loan Commitment and Revolving Loan Commitment and the Tranche B Term Loans and Revolving Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Tranche B Term Loans or Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s option, on the Note any Notes held by such Lender) the amount of the Tranche B Term Loans and each Revolving Loan made by it and each payment in respect thereof. Any To the extent permitted by applicable law, any such recordation shall be conclusive prima facie evidence of the amount of such Loans and binding on the Borrower, absent manifest errorpayments; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates CIBC to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shall(or its agent or sub-agent appointed by it) shall maintain, acting solely as agent for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office its address referred to in subsection 10.9, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record record, or shall cause to be recorded, in the Register the Commitment and the Loans (in accordance with the provisions of Section 10.1) from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations of any Loan Party in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations of any Loan Party in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such ▇▇▇▇▇▇, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each ▇▇▇▇▇▇’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Administrative Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shallshall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such ▇▇▇▇▇▇, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Loans held by it and the principal amount (and stated related interest thereon) of the portion of the Loans and or Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Loan or Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 45.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeconclusive absent manifest error. (iic) The Administrative Each Register shall be maintained by the Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment as a non-fiduciary agent of the principal amount of such LoansBorrower. Any such recordation Each Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche A Term Loan Commitment, AXEL Series B Commitment and Revolving Loan Commitment and the Tranche A Term Loan, AXEL Series B and Revolving Loans from time to time of each Lender, the Swing Line Lone Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Tranche A Term Loan, AXEL Series B or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of the Tranche A Term Loan, AXEL Series B and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (and be conclusive and binding on such Lender, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates CIBC to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment and the Revolving Loan Commitment and the Term Loans and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, the Offshore Currency Loan Commitment and Offshore Currency Loans from time to time of Offshore Currency Funding Lender and each repayment or prepayment in respect of the principal amount of the Term Loans or Revolving Loans of each Lender, and each repayment the Swing Line Loans of Swing Line Lender or prepayment the Offshore Currency Loans of the principal amount of such LoansOffshore Currency Funding Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of the Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (govern, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Fleet to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1E, and Company and Lenders hereby agree that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3 and shall enjoy the general immunity provided for in subsection 9.2.

The Register. (i) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary an agent of the Borrower, maintain shall maintain, at the Funding and Payment Office its address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and Loans of each Lender (and stated interest of the Loans and the Commitment of each Lender thereon) 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. (ii) The Administrative Agent shall record in the Register the Term Loan Commitments (including each Series thereof), Revolving Loan Commitment and Swing Line Loan Commitment and the Term Loans (including each Series thereof) and Revolving Loans from time to time of each Lender and Swing Line Loans from time to time of Swing Line Lender, and of stated interest thereon and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans (including each Series thereof) or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of any Term Loan (including each Series thereof) and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (absent manifest error thereinerror). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereofhereof absent manifest error, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1 B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates ▇▇▇▇▇ Fargo to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent ▇▇▇▇▇ Fargo serves in such capacity, ▇▇▇▇▇ Fargo and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Term Loan Commitment and the Revolving Loans and Term Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans or Term Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s option, on without limitation the Note Notes held by such Lender) the amount of each Revolving Loan and each Term Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Administrative Agent to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1E, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such ▇▇▇▇▇▇, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each ▇▇▇▇▇▇’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Loans and Commitments only) at the office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior notice. The Administrative entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent, and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Any failure of the Agent shallto record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such ▇▇▇▇▇▇’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. Solely for purposes of this Section 13.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such ▇▇▇▇▇▇, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for on which it enters the recordation name of all Participants in the names and addresses of the Lenders Loans held by it and the principal amount (and stated related interest thereon) of the portion of the Loans and or Commitments which are the Commitment subject of each Lender from time to time the participation (the “Participant Register”). A Loan or Commitment may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Loans or Commitments may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders each person whose name is recorded in the Participant Register pursuant to the terms hereof as the holders and owners of the corresponding Commitments and Loans listed therein a participant hereunder for all purposes hereofof this Agreement, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect notwithstanding notice to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loanscontrary.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in SECTION 9.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that PROVIDED THAT failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the any Note held by such Lender) the amount of each Loan the Loans made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that PROVIDED THAT failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any applicable Loanthe Loans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, Borrower and each of the Administrative Agent and the Lenders Credit Parties shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment Commitments or Loan Loans shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. SECTION 9.1(b)(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment Commitments or Loan Loans shall be owed to the Lender Lenders listed in the Register as the owner owners thereof, and any request, authority authority, or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee assignee, or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates Administrative Agent to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this SECTION 2.1(d), and Borrower CREDIT AGREEMENT hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its Representatives shall constitute Indemnitees for all purposes under SECTION 9.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary agent of the BorrowerBorrower (it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under Subsection 9.3), shall maintain (and make available for inspection by the Borrower and by each Lender, but only as to information regarding the Loans made by such Lender, upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in Schedule 9.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Swing Line Loan Subfacility, Revolving Loans and Swing Line Loans (and interest on each of the Commitment foregoing) 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan Loan, absent manifest error, shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower subject to the entries in the Register, which shall govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"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. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment and Revolving Loan Commitment and the Term Loans and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Lender"s Commitments or the Borrower"s Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest demonstrable error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Lender"s Commitments or the Borrower"s Obligations in respect of any applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s Lender"s records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates Administrative Agent to serve as Borrower"s agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in Section 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower any Loan Party or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register (a) the Term Loan A Commitment, the Delayed Draw Term Loan Commitment, the Incremental Term Loan Commitment (if any), the Revolving Loan Commitment and the Loans from time to time of each Lender, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) each repayment or prepayment in respect of the principal amount of the Loans of each Lender, (d) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each repayment or prepayment Lender’s share thereof, and (e) the date of issuance, face amount and expiry date of each Letter of Credit and the principal amount of such LoansIssuing Bank with respect thereto. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note including any Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Obligations in respect of any applicable LoanLoans or otherwise; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (shall, absent manifest error therein)error, govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as the Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan Loans shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. 9.1. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding its address referred to in Section 13.08 a copy of each Assignment and Payment Office Acceptance delivered to and accepted by it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment under each Loan of, and principal amount and stated interest of the Loans and the Commitment of under each facility owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the “Register”)date and amount of each Borrowing made hereunder, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder or under the Notes, and (iv) the amount of any sum received by the Administrative Agent from the Borrowers and each Lender's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, deliver to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its Related Parties shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and any Lender (solely in respect of its own entries and not that of any other Lender) upon reasonable prior notice) at the Funding and Payment Office its address referred to in subsection 10.7 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Loans (including principal and the Commitment interest) of each Lender from time to time (the “Register” and each such Loan recorded thereon, a “Registered Loan”). 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable Commitment or any Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments Loans. Each Lender shall record on its internal records the amount of its Loans and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that -------- failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to -------- make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any -------- ------- inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (and be conclusive and binding on such Lender, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Fleet to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Fleet serves in such capacity, Fleet and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Tranche A Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Tranche A Term Loan or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender . Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Company’s Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of any Tranche A Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Company’s Obligations in respect of any applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (and be conclusive and binding on such Lender, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates JPMCB to serve as Company’s agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent JPMCB serves in such capacity, JPMCB and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Primary Documentation Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 13.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of Lenders, the Lenders Tranche A Domestic Commitment, Tranche A Canadian Commitment, Tranche B Domestic Commitment and Loans of each Lender, and the principal amount Tranche A Domestic Swing Line Commitment, Tranche A Canadian Swing Line Commitment and stated interest Swing Line Loans of the Loans and the Commitment of each Swing Line Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Primary Documentation Agent shall record in the Register the Tranche A Domestic Commitment, Tranche A Canadian Commitment, Tranche B Domestic Commitment and the Loans from time to time of each Lender and the Tranche A Domestic Swing Line Commitment and Tranche A Canadian Swing Line Commitment of Swing Line Lender and each repayment or prepayment in respect of the principal amount of the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest or demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the any Note held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers and such Lender, absent manifest or demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerBorrowers, the Administrative Primary Documentation Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments Tranche A Domestic Commitments, Tranche A Canadian Commitments, Tranche B Domestic Commitments, Tranche A Domestic Swing Line Commitment, Tranche A Canadian Swing Line Commitment and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effectiveTranche A Domestic Commitment, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordationTranche A Canadian Commitment, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereofTranche B Domestic Commitments, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.Tranche A

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register (the "Register") for the recordation of the names and addresses of the Lenders and the principal amount Com- mitments and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such Such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of the applicable Loans. The Register shall be available for inspection by Borrower or any applicable LoanLender at any reasonable time and from time to time upon reasonable prior notice. (iiiii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iviii) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, effective in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (iv) Borrower hereby designates Agent to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1E, and Borrower hereby agrees that, to the extent Agent serves in such capacity, Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by Borrower and, as to the Borrower or information set forth therein in respect of any Lender Lender, such Lender, in each case at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment Term Loan Commitment, Revolving Loan Commitment, Term Loans and the Revolving Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans or Revolving Loans of each Lender. Any such recordation shall be conclusive prima facie evidence of such Term Loan Commitment, Revolving Loan Commitment, Term Loans, Revolving Loans, repayment and binding prepayment absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Commitments or Borrower's Obligations in respect of any applicable Loans. (iii) Each Lender may record on its internal records (including the Notes held by such Lender) the amount of the Term Loans and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be prima facie evidence on the Borrower amount of the Term Loans, the Revolving Loans and each Lenderpayment, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error thereinerror). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates CIBC to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its Related Parties shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and any Lender (solely in respect of its own entries and not that of any other Lender) upon reasonable prior notice) at the Funding and Payment Office its address referred to in subsection 10.7 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Term Loans and the Commitment Revolving Loans (including principal and interest) of each Lender from time to time (the “Register” and each such Loan recorded thereon, a “Registered Loan”). 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerBorrower (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Borrower and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and the Commitment Swing Line 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records (and make available for inspection by Administrative Agent upon reasonable prior notice) the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender's records. Failure to make any recordation in the Register or in any Lender's records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Revolving Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Revolving Loan Commitment and the Revolving Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower and each Lender, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Revolving Notes held by such Lender) the amount of each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanRevolving Loans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Revolving Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Revolving Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Revolving Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Revolving Loans. (v) Company hereby designates BankBoston to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent BankBoston serves in such capacity, BankBoston and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Chase Co-Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Chase Co-Administrative Agent shall record in the Register the Commitment Commitments and the outstanding Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe outstanding Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and an until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Chase Co-Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Chase, and any financial institu- tion serving as a successor Chase Co-Administrative Agent, to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Chase serves in such capacity, Chase and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary agent of for the BorrowerBorrowers, shall maintain at the Funding its address referred to in Section 13.09 a copy of each Assignment and Payment Office Acceptance delivered to and accepted by it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from 130 time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrowers, any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a control account and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the “Register”)date and amount of each Borrowing made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent from the Borrowers hereunder and each Lender's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrowers. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be final, conclusive and binding upon the Borrowers for all purposes, absent manifest error, and each Borrower and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation No assignment shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case effective unless and until an the Assignment Agreement effecting the assignment or transfer thereof shall have and Acceptance has been accepted by the Administrative Agent and recorded registered in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or LoansRegister.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office address referred to in subsection 10.8, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment Commitments and the outstanding Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe outstanding Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided provided, -------- that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on prima facie evidence of the Borrower, absent manifest erroramount of such Loans; provided that failure to make any such recordation, or any error in such -------- recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, further that in the event of any -------- ------- inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (govern, absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and an until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Chase, and any financial institution serving as a successor Administrative Agent, to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Chase serves in such capacity, Chase and its officers, directors, employees, agents and affiliates shall constitute Indemnities for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Acquisition Term Loan Commitment and Revolving Loan Commitment and the Acquisition Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Acquisition Term Loan or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in -------- such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of the Acquisition Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make any such recordation, or any error in -------- such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable LoanLoans; and provided, further, further that -------- ------- in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)error. (iv) The BorrowerCompany, the Administrative Agent Agents and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates First Union to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent First Union serves in such capacity, First Union and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The DIP Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding its address referred to in Section 12.10 a copy of each Assignment and Payment Office Acceptance delivered to and accepted by it and a register (the "Register") for the recordation of the names and addresses of the DIP Lenders and the principal amount and stated interest of the Loans and the Commitment of each DIP Lender from time to time (and whether such DIP Lender is an original DIP Lender or the “Register”)assignee of another DIP Lender pursuant to an Assignment and Acceptance. The DIP Administrative Agent shall incur no liability of any kind to any GC Party, any DIP Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall be available for inspection by the Borrower Borrowers or any DIP Lender at any reasonable time and from time to time upon reasonable prior notice. . No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the DIP Administrative Agent and registered in the Register. Notwithstanding anything to the contrary contained in the previous paragraph of this Section 12.01(c), the DIP Loans (iiincluding the Note evidencing such DIP Loans) The are registered obligations and the right, title, and interest of the DIP Lenders and their assignees in and to such DIP Loans shall be transferrable only upon recordation of such transfer and of the transferee and its interest in and to the loans in the Register. No transfer by a DIP Lender or an assignee of any interest in any of the DIP Loans shall be permitted or effective unless and until the transfer and the transferee's interest in the DIP Loan is recorded in the Register. In addition, notwithstanding anything to the contrary contained in Section 12.01(e), no sale of a participation 74 shall be permitted or effective unless and until such sale of a participating interest in principal and interest on the DIP Loan and any other amounts owing under this Agreement is recorded in the Register. In the case of a participation, the Register shall record the participant's interest in principal and interest on the DIP Loan and any other amounts owing under this Agreement that such participant has purchased. All recordations of transfer and of the transferee's interest shall be conclusive, absent manifest error, as to beneficial ownership of interests in the DIP Loans. To the extent that the Note is issued in accordance with the terms hereof, it shall only evidence the DIP Lender's or an assignee's right title and interest in and to the related DIP Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 12.0 1(c) shall be construed so that the DIP 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 Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 12.0 1(c) and for tax purposes only, the DIP Administrative Agent shall record act as the Borrowers' agent for purposes of maintaining such notations of transfer and recordation of the beneficial ownership of the transferee in the Register. The entries in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lenderfor all purposes, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or and the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it Borrowers and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register and any Lender’s recordstheir Subsidiaries, the recordations DIP Agent and the DIP Lenders may treat each Person whose name is recorded in the Register shall govern (absent manifest error therein). (ivother than a participant) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein a DIP Lender hereunder for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the AXEL Commitment and Revolving Loan Commitment and the AXEL, Additional Term Loans and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe AXEL, Additional Term Loans or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest demonstrable error; provided that failure to make any such recordation, or any error in such recorda- tion, shall not affect any Lender's Commitments or Borrower's Obligations in respect of any applicable Loans. (iii) Each Lender shall record on its internal records (including the Notes held by such Lender) the amount of the AXEL, the Additional Term Loans and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent demonstrable error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Borrower's Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable LoanLoans; and provided, provided further, that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates Administrative Agent to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting solely for this purpose these purposes as a non-fiduciary an agent of the BorrowerBorrower (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Borrower and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the name and address of the names and addresses of the Lenders each Lender, and the principal amount Commitments and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records (and make available for inspection by Administrative Agent upon reasonable prior notice) the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at the Funding and Payment Office reasonable times) at its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and the Commitment Swing Line Loans of each Lender from time to time (the “Register”). The Register Swing Line Lender shall be provide Administrative Agent (and make available for inspection by the Borrower or any Lender Company upon reasonable prior notice at any reasonable time and times) a copy of its register of Swing Line Loans from time to time upon Administrative Agent’s reasonable prior notice. (ii) The request. Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”), which shall include a master account and a subsidiary account for each Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from Borrowers hereunder or under the Notes, and (iv) the amount of any sum received by Administrative Agent from Borrowers or any other Obligor and each Lender’s Pro Rata share thereof. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrowers, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing such Loans recorded herein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by Administrative Agent to Borrowers marked “canceled.” The Register shall be available for inspection by the Borrower Borrowers or any Lender at the offices of Administrative Agent at any reasonable time and from time to time upon reasonable prior notice. (ii) The . Any failure of Administrative Agent shall to record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordationRegister, or any error in such recordationdoing so, shall not limit or otherwise affect the obligation of Borrowers hereunder (or under any Lender’s Commitment or the Obligations in respect of Note) to pay any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed owing with respect to the applicable Commitment Obligations or Loan provide the basis for any claim against Administrative Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of Lenders and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be owed to the Lender listed transferable only upon notation of such transfer in the Register as and in accordance with this Agreement. Solely for purposes of this Section 5.9.3 and for tax purposes only, Administrative Agent shall be Borrowers’ agent for purposes of maintaining the owner thereofRegister (but Administrative Agent shall have no liability whatsoever to any Borrower or any other Person on account of any inaccuracies contained in the Register). This Section 5.9.3 shall be construed so that the Obligations and Letters of Credit 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 request, authority related regulations (and any other relevant or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee successor provisions of the corresponding Commitments Code or Loanssuch regulations or other relevant provisions of Applicable Law).

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in SECTION 9.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that PROVIDED THAT failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the any Note held by such Lender) the amount of each Loan Loans made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that PROVIDED THAT failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Borrower's Obligations in respect of any applicable Loanthe Loans; and provided, further, PROVIDED FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, Borrower and each of the Administrative Agent and the Lenders Credit Parties shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan Commitments and Loans shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. SECTION 9.1(b)(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan Commitments and Loans shall be owed to the Lender Lenders listed in the Register as the owner owners thereof, and any request, authority authority, or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee assignee, or transferee of the corresponding Commitments or and Loans. (v) Borrower hereby designates Administrative Agent to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this SECTION 2.1(d), and Borrower AMENDED AND RESTATED CREDIT AGREEMENT 24 hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its Representatives shall constitute Indemnitees for all purposes under SECTION 9.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment 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. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment and Revolving Loan Commitment and the Term Loans and Revolving Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loans or Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of any Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment Commitments or the Borrower’s Obligations in respect of any applicable LoanLoans; and provided, further, provided further that in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern (absent manifest error thereinerror). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Borrower hereby designates CIBC to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Borrower hereby agrees that, to the extent CIBC serves in such capacity, CIBC and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register (the "Register") for the recordation of the names and addresses of the Lenders assignees of the Lender and the aggregate outstanding principal amount of each Revolving Credit Loan (and stated interest thereon) (each a "Registered Advance"). The entries in the Register shall be conclusive and binding for all DOC ID - 18336046.11 purposes, absent manifest error. A Revolving Credit Loan may be assigned or transferred in whole or in part only by registration of such assignment or transfer on the Loans Register. Each Borrower and Lender (and any assignee of a Lender) shall treat each person whose name is recorded in the Commitment Register as a Lender hereunder for all purposes of each Lender from time this Loan, including, without limitation, the right to time (receive payments of principal and interest hereunder, notwithstanding notice to the “Register”)contrary. The Register shall be available for inspection by the any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (iib) The Administrative Agent shall record In the event that a Lender sells participations in a Revolving Credit Loan, such Lender shall, acting for this purpose as a non-fiduciary agent of the Register Borrower, maintain a register on which it enters the Commitment name of all participants in each Revolving Credit Loan and the Loans of each Lender, and each repayment or prepayment of the principal amount (and stated interest thereon) of the portion of each Revolving Credit Loan that is the subject of the participation (the "Participant Register"), provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such Loansdisclosure is necessary to establish to an applicable Governmental Authority that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Any such recordation The entries in the Participant Register shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of treat each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and Person whose name is recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Participant Register as the owner thereof, and of such participation for all purposes of this Agreement notwithstanding any request, authority notice to the contrary. An interest in a Revolving Credit Loan may be participated in whole or consent in part only by registration of any Person who, at such participation on the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or LoansParticipant Register.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of Company (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company, Guarantors and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Borrower, maintain Register and not that of any other Lender) at the Funding its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and Payment Office accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount respective amounts (and any stated interest interest) of the Initial Term Loan Commitments and Initial Term Loans, Incremental Term Loan Commitments and Incremental Term Loans, Extended Term Loans (of each Extension Series) and the Commitment Refinancing Term Loan Commitments and Refinancing Term Loans (of each Refinancing Series), in each case 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. (ii) The Company, Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each LenderLenders shall, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting notwithstanding notice to the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, contrary; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period or Term ▇▇▇▇▇ Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own interest only) at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative . Any failure of the Agent shall to record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordationapplicable Register, or any error in such recordationdoing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Lender’s Commitment Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.21 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.21 shall be construed so that the Obligations and Letters of Credit are at all times maintained in respect “registered form” within the meaning of any applicable Loan. (iiiSections 163(f), 871(h)(2) Each Lender shall record on its internal records (or, at such Lender’s option, on and 881(c)(2) of the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; and provided, further, that in the event of any inconsistency between the Register Code and any Lender’s records, related regulations (and any other relevant or successor provisions of the recordations Code or such regulations). The entries in the Register shall govern (be conclusive absent manifest error therein). (iv) The Borrowererror, and the Borrowers, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and Person whose name is recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect pursuant to the applicable terms hereof as a Lender hereunder for all purposes of this Agreement. (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The entries in the Participant Register shall be owed to the conclusive absent manifest error, and such Lender listed shall treat each Person whose name is recorded in the Participant Register as the owner thereof, and of such participation for all purposes of this Agreement notwithstanding any request, authority or consent of any Person who, at notice to the time of making such request or giving such authority or consent, is listed in the contrary. The Participant Register as a Lender shall be conclusive available for inspection by the Borrowers at any reasonable time and binding on any subsequent holder, assignee or transferee from time to time upon reasonable prior notice. For the avoidance of doubt the corresponding Commitments or LoansAgent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “"Register”"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Term Loan Commitment and Revolving Loan Commitment and the Term Loan and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Term Loan or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to make any such -------- recordation, or any error in such recordation, shall not affect any Lender's Commitments or Company's Obligations in respect of any applicable Loans. (iii) Each Lender shall record on its internal records (including the Notes held by such Lender) the amount of the Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided -------- that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Company's Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable LoanLoans; and provided, further, -------- further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates BTCo to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent BTCo serves in such capacity, BTCo and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at the Funding and Payment Office its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and the Commitment Swing Line Loans of each Lender from time to time (the “Register”). The Administrative Agent shall make the Register shall be available for inspection by the Borrower or any Lender at any reasonable time Company and from time to time the Lenders upon reasonable prior notice. (ii) The Administrative Agent notice at reasonable times, provided that a Lender shall record only be entitled to inspect its own entry in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided not that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (orother Lender. Company, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely as agent for this purpose as a non-fiduciary agent of the Borrower, maintain at the Funding and Payment Office its address referred to in subsection 10.9, a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans from time to time of each Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations of any Loan Party in respect of any applicable LoanLoans. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note Notes held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerBorrowers, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment 's Commitments or the Obligations of any Loan Party in respect of any applicable LoanLoans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitment and stated interest of the Loans and the Commitment Loan 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. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans Loan from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Loan of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's Commitment or the Borrower's Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on including the Note held by such Lender) the amount of each the Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's Commitment or the Borrower's Obligations in respect of any applicable Loan; and provided, further, further that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments Commitment or LoansLoan.

The Register. (i) The Administrative Agent shallAgent, acting for these purposes solely for this purpose as a non-fiduciary an agent of the BorrowerCompany (it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at the Funding and Payment Office its address referred to in subsection 10.8 a register for the recordation of of, and shall record, the names and addresses of the Lenders and the principal amount and stated interest respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and the Commitment Swing Line Loans of each Lender from time to time (the “Register”). The Administrative Agent shall make the Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lendernotice at reasonable times. Company, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, ; all amounts owed with respect to the applicable any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, ; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be prima facie evidence of the contents thereof, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in such recordation, shall not affect any Loans or Commitments or any Obligations in respect of any Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Tranche A Revolving Loan Commitment and the Tranche B Revolving Loan Commitment and the Tranche A Revolving Loans and the Tranche B Revolving Loans from time to time of each Lender, Lender and each repayment or prepayment in respect of the principal amount of such Loansthe Tranche A Revolving Loans or Tranche B Revolving Loans of each Lender. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided that failure to -------- make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each Tranche A Revolving Loan and Tranche B Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided that failure to make -------- any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans; and provided, further, -------- further that in the event of any inconsistency between the Register and any ------- Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Administrative Agent to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1E, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute Indemnities for all purposes under subsection 10.3.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 10.8, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the DIP/Bridge Loan Commitments and DIP/Bridge Loans from time to time of each Lender, the DIP Swing Line Loan Commitment and the DIP Swing Line Loans from time to time of each DIP Swing Line Lender, and each repayment or prepayment in respect of the principal amount of such Loansthe DIP/Bridge Loans of each Lender or the DIP Swing Line Loans of DIP Swing Line Lender. Any such recordation shall be conclusive and binding on the each Borrower and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's DIP/Bridge Loan Commitment or the any Borrower's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the Note Notes held by such Lender) the amount of each DIP/Bridge Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the each Borrower, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s 's DIP/Bridge Loan Commitment or the any Borrower's Obligations in respect of any the applicable LoanLoans; and provided, further, PROVIDED FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerBorrowers, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 10.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Each Borrower hereby designates BTCo to serve as such Borrower's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and each Borrower hereby agrees that, to the extent BTCo serves in such capacity, BTCo and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 10.3.

The Register. (ia) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount and stated interest of the Loans and the Commitment of each Lender from time to time (the each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the applicable Borrowers to each Lender hereunder or under the notes payable by the applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The Each Register shall be available for inspection by the applicable Borrowers or any applicable Lender at the respective offices of the Agent at any reasonable time and from time to time upon reasonable prior notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Loans or provide the basis for any claim against the Agent. The Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Solely for purposes of this Section 13.22 and for Tax purposes only, the Agent shall be the applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). This Section 13.22 shall be construed so that the Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations). (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Commitment and the Loans of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan. (iii) Each Lender shall record on its internal records (or, at such Lender’s option, on the Note held by such Lender) the amount of each Loan made by it and each payment thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Obligations in respect of any applicable Loan; 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 (absent manifest error therein). (iv) The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

The Register. (i) The Administrative Agent shallshall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowerat its address referred to in subsection 9.7, maintain at the Funding and Payment Office a register for the recordation of the names and addresses of the Lenders and the principal amount Commitments and stated interest of the Loans and the Commitment of each Lender from time to time (the “Register”"REGISTER"). The Register shall be available for inspection by the Borrower Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ii) The Administrative Agent shall record in the Register the Loan Commitment and the Loans Loan of each Lender, and each repayment or prepayment of the principal amount of such Loans. Any such recordation shall be conclusive and binding on the Borrower Company and each Lender, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any the applicable LoanLoans. (iii) Each Lender shall record on its internal records (orincluding, at such Lender’s optionwithout limitation, on the any Note held by such Lender) the amount of each the Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on the BorrowerCompany, absent manifest error; provided PROVIDED that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitment or the Company's Obligations in respect of any applicable Loanthe Loans; and providedPROVIDED, further, FURTHER that in the event of any inconsistency between the Register and any Lender’s 's records, the recordations in the Register shall govern (absent manifest error therein)govern. (iv) The BorrowerCompany, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided in Section 8.1C. subsection 9.1B(ii). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (v) Company hereby designates Bankers to serve as Company's agent solely for purposes of maintaining the Register as provided in this subsection 2.1D, and Company hereby agrees that, to the extent Bankers serves in such capacity, Bankers and its officers, directors, employees, agents and affiliates shall constitute Indemnitees for all purposes under subsection 9.3.