Common use of Register Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Register. The Administrative Agent Issuer hereby appoints Citibank, N.A., London Branch, having a corporate trust office at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, as Registrar, upon the terms and subject to the conditions herein set forth, and Citibank, N.A., London Branch hereby accepts such appointment. The registrar, as agent of the Issuer for the purpose of registration of transfers (the “Registrar”), shall maintain a register in London of each Series of Securities issued in whole or in part in registered form for the registration of transfers of Securities of such Series. Upon presentation for the purpose of registration of transfer at the corporate trust office of the Registrar at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (or its agent such other location as may be specified in the terms of the Securities of such series) of any registered Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Registrar (it being understood that, until notice to the contrary is given to holders of Securities of a Series, the Issuer and the Registrar shall be deemed to have approved the form of instrument of transfer, if any, printed on any definitive registered Security of such Series), executed by the registered holder, in person or sub-agent appointed by it) such holder’s attorney thereunto duly authorized in writing, such Security shall maintain at its Principal Office a be transferred upon the register for the recordation Securities of such Series, and a new registered Security of such Series and of like tenor shall be authenticated and issued in the name of the names transferee; provided, however, that registered Securities may be delivered for the purpose of registration of transfer by mail at the risk and addresses expense of Lenders the transferor. Transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the Revolving Commitments text of the Securities of such Series and Loans of, such reasonable regulations as may be prescribed by the Issuer. Successive registrations and principal amount registrations of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender transfers as aforesaid may be made from time to time (the “Register”). The entries in the Register as desired, and each such registration shall be conclusive, absent manifest error, and named on the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this AgreementSecurity register. The Register No service charge shall be available made for inspection any registration, registration of transfer or exchange of the Securities of a Series unless otherwise provided by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provisions of the Securities of such Series, but, except as otherwise provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries herein with respect to the exchange of temporary securities for definitive securities, the Registrar (and any Transfer Agent or authenticating agent appointed pursuant to Section 2 or 3 hereof, respectively) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection therewith and any other amounts required to be paid by the provisions of the Securities of such Lender including Series. Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to the Revolving Commitment of, or principal amount Registrar such information as the Registrar may reasonably require in connection with the delivery by such Transfer Agent of and stated interested on the Loans owing to such LenderSecurities in exchange for other Securities. The Administrative Registrar shall provide a copy of the Register for any Series to the Republic and the Fiscal Agent promptly upon request. Neither the Registrar nor any Transfer Agent shall recordbe required to make registrations of transfers or exchange of Securities of a Series during any periods set forth in the text of the Securities of such Series. Notwithstanding any of the foregoing, the Issuer may, at its discretion, appoint one or shall cause more Registrars to be recordedreplace, Citibank, N.A., London Branch as Registrar, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04event that Citibank, and each repayment or prepayment in respect of the principal amount of the LoansN.A., and any such recordation shall London Branch ceases to be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Fiscal Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03hereunder.

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of all Lenders and Issuing Banks; the Revolving Commitments and Loans of, of each Lender and Issuing Bank; and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender or Issuing Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender or Issuing Bank (with respect to (i) any entry relating to such Lender’s or Issuing Bank’s Loans or L/C Obligations or (ii) the identity of the other Lenders and Issuing Banks (but not any information with respect to such other Lenders’ or Issuing Bank’s Loans or L/C Obligations)) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.049.6 (Successors and Assigns; Participations), and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Borrower, each Lender and each LenderIssuing Bank, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Issuing Bank’s Commitment or Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.5(b), and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of under Section 11.039.3(a) (Indemnity).

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

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

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

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

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

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the information contained assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if applicable, and the Register which is shared with each Lender (other than written consent of the Administrative Agent and its Affiliates) shall be limited to the entries with respect L/C Issuer and, if required, the Borrowers, to such Lender including assignment and any applicable tax forms, the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, (i) accept such Assignment and Assumption and (ii) promptly record the information contained therein in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation Register. 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 effective unless it has been recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03paragraph (c).

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

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

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

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

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding anything to the information contrary contained in this Agreement, the Loans and L/C Borrowings are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans and L/C Borrowings shall be transferable only upon notation of such transfer in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliatesno assignment thereof shall be effective until recorded therein. This Section 11.06(c) and Section 11.06(d) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on construed so that the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, and the L/C Borrowings are at all times maintained in the Register “registered form” within the Revolving Commitments and the Loans in accordance with the provisions meaning of Section 11.04, and each repayment or prepayment in respect 5f.103-1(c) of the principal amount United States Treasury Regulations or, if different, 871(h)(2) and 881(c)(2) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any LoanCode. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.143

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrower (or its agent or sub-agent appointed by itand such agency being solely for Tax purposes) shall maintain at its Principal Office in the United States a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, the principal amounts (and principal amount stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Administrative Borrower, and a redacted version of the Register showing the entries with respect to any Lender shall be available for inspection by such Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, record in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrowers’ Obligations in respect of any Loan. The Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Each Borrower hereby designates the entity serving as the Administrative Agent to serve as the such Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.052.5, and the each Borrower hereby agrees that, to the extent the Administrative Agent such entity serves in such capacity, the entity serving as the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

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

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

Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at one of its Principal Office offices in Atlanta, Georgia, a register for the recordation of the names and addresses of Lenders Lenders, and the Revolving Commitments and Loans of, and principal amount of and interest on amounts of the Loans owing to, and drawings payments or disbursements made by the Issuing Bank pursuant to a drawing under Letters a Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or Representative, the Issuing Bank (with respect to its own interests), Collateral Agent, the Swing Line Lender (with respect to its own interests) and any Lender (with respect to its own interests) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, record in the Register the Revolving Commitments Commitments, the Loans, purchases and the sales by such Lender of participations in Letters of Credit and Swing Line Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the LoansLoans (and stated interest thereon), and any such recordation shall be conclusive and binding on the Borrower Borrowers and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Borrowers’ Obligations in respect of any Loan. The Each Borrower hereby designates the entity serving as Administrative Agent to serve as the Borrowersuch Xxxxxxxx’s non-fiduciary agent solely for purposes of maintaining the Register (and such agency being solely for tax purposes) as provided in this Section 2.052.06, and the each Borrower hereby agrees that, to the extent the Administrative Agent such entity serves in such capacity, the entity NAI-1537228099v31537241654v2 serving as Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.”

Register. The Administrative Borrower hereby designates the Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in ) on which the Register shall be conclusive, absent manifest error, and Agent will record the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and Commitments from time to time upon reasonable prior notice; provided that of each Lender, the information contained in the Register which is shared with Loans made Amended and Restated Warehouse Loan Agreement 107 by each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Administrative Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent to serve and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the Borrower’s agent solely owner thereof for all purposes of maintaining this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register as and, except to the extent provided in this Section 2.0511.06(d), otherwise complies with Section 11.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Agent on the Register only upon the acceptance by the Agent of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in Section 11.06(b)(iii). The Register shall be available at the offices where kept by the Agent for inspection by the Borrower hereby agrees that, and any Lender at any reasonable time upon reasonable prior notice to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Agent.

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

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

Register. The Administrative Agent (or its agent or sub-agent appointed by it) ), acting solely for this purpose as a non-fiduciary agent of Company, shall maintain at its Principal Office Office, or such other location as Administrative Agent shall notify Lenders and Company in writing, a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount Principal Amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerCompany, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register Register, as in effect on the close of business the preceding Business Day, shall be available for inspection by the Borrower or Company and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in provided, however, each Lender shall only be entitled to inspect an excerpt of the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect containing information relating to such Lender including and such Lender’s Loans. In the Revolving Commitment ofcase of any assignment not reflected in the Register, or principal amount the assigning Lender agrees that it shall maintain a comparable register as a non-fiduciary agent of and stated interested Company. Such register, as in effect on the Loans owing close of business the preceding Business Day, shall be available for inspection by Administrative Agent at any reasonable time and from time to such Lender. The time upon reasonable prior notice, and Administrative Agent shall record, or shall cause have the right to be recorded, share any information obtained by it in the Register the Revolving Commitments and the Loans in accordance connection with the provisions of Section 11.04any such inspection 28 with Company, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes agrees that it shall conduct inspections of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, such register to the extent the Administrative Agent serves in such capacity, the Administrative Agent requested to do so by Company upon reasonable prior written notice and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03at reasonable intervals.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at one of its Principal Office offices a copy of each Assignment and Assumption delivered to it and a register for the recordation in book entry form of the names and addresses of Lenders the Term Lenders, and the Revolving Term Commitments and Loans of, and principal amount of amounts (and interest on amounts) of the Term Loans owing to, and drawings under Letters of Credit owing to, each Term Lender pursuant to the terms hereof from time to time (the “Term Loan Register”). The Revolving Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation in book entry form of the names and addresses of the Revolving Lenders, and the Revolving Credit Commitments of, and principal amounts (and interest amounts) of the Revolving Credit Loans owing to, each Revolving Lender pursuant to the terms hereof from time to time (the “Revolving Credit Register” and, together with the Term Loan Register, each a “Register”).The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks AgentAgents and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrower, the Collateral Agent, the Issuing Bank and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding anything to the information contrary contained in this the Register which is shared with each Lender (other than Loan Documents, the Administrative Agent Loans are intended to be treated as registered obligations for tax purposes and its Affiliates) the right, title and interest of the Lenders in and to such Loans shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans transferable only in accordance with the provisions terms hereof. This Section 10.04(b) shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Section 11.04Sections 163(f), 871(h)(2) and each repayment or prepayment in respect 881(c)(2) of the principal amount Code and Section 5f.103-1(c) of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03Treasury Regulations.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of Borrower, shall maintain at its Principal Office or cause to be maintained, a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”) on which it enters the name and address of each Lender as the registered owner of the applicable Pro Rata Share of the Loans (and the Commitment with respect thereto, the principal amount thereof and the stated interest thereon) held by such Lender (each, a “Registered Loan”). Borrower hereby acknowledges and makes the Registered Loan a registered obligation for United States withholding tax purposes. A Registered Loan (and the registered note evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and any assignment or sale of all or part of such Registered Loan (and the registered note evidencing the same) may be effected only by registration of such assignment or sale on the Register or by the surrender of the registered note evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon one or more new registered notes in the same aggregate principal amount shall be issued to the designated Assignee(s) or Transferee(s). Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee, Agent shall, if Agent consents to such assignment and if such Assignment and Acceptance has been completed (a) accept such Assignment and Acceptance and (b) record the information contained therein in the Register. Prior to the registration of assignment or sale of any Registered Loan (and the registered note evidencing the same), Borrower shall treat the Person in whose name such Registered Loan (and the registered note evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes. The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall may treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of. Fortress/NX Xxxxxxxxxx XX Holdings, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.LLC Credit Agreement

Register. The Administrative Agent (or its shall, acting solely for purposes of this Section 2.06(b) on behalf of and as non-fiduciary agent or sub-agent appointed by it) shall for the Borrower, maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans ofLoans, including in each case, principal and principal amount stated interest thereof, of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (but only to the extent of entries in the Register that are applicable to such Lender) at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall be conclusiverecord in the Register the Commitments and the Loans and, with respect to each Loan, the Type of Loan thereof and, if applicable, the Interest Period applicable thereto, each repayment or prepayment in respect of the principal amount of the Loans and each assignment thereof pursuant to Section 9.04(c), and any such recordation shall be, absent manifest error, evidence of the matters so recorded and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders each Lender shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment ofprovided, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s representative and non- | fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.06(b), and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates affiliates shall constitute “Indemnitees.” entitled to It is the benefits intention of Section 11.03the parties hereto that the Loans will be treated as in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Tax Code (and any other relevant or successor provisions of the Tax Code).

Register. The Administrative Agent (or its agent or sub-agent appointed by it) ), acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its Principal Office offices a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, (and principal amount related interest amounts) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.0410.06, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent Delaware Life to serve as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.052.04, and the Borrower hereby agrees that, to the extent the Administrative Agent Delaware Life serves in such capacity, the Administrative Agent Delaware Life and its officers, directors, employees, agents, sub-agents and Affiliates affiliates acting in such capacity shall constitute “Indemnitees.” entitled The parties intend that any interest in or with respect to the benefits Loans under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Code and any regulations thereunder (and any successor provisions), including without limitation under United States Treasury Regulations Section 11.035f.103-1(c) and Proposed Regulations Section 1.163-5 (and any successor provisions), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent.

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

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

Register. The Administrative Agent Funding Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (or its agent or sub-agent appointed by it) such agency being solely for tax purposes), shall maintain at its Principal Funding Agent’s Office a copy of each Assignment and Assumption Agreement and Lender Group Joinder Agreement delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Funding Agents, Lenders, and the Revolving Commitments and Loans of the Committed Lender of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Funding Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Funding Agent or Lender hereunder hereunder, as the case may be, for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or Borrower, any Lender Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding anything to the information contained contrary set forth in the Register which is shared with this Credit Agreement, each Lender Group with more than one Conduit Lender may, without the consent of the Borrower, assign to another Conduit Lender in its Lender Group all or a portion of its rights and obligations hereunder (other than including the Administrative outstanding Obligations and rights to payment of Principal Obligations and interest), as determined by the Funding Agent from time to time. Each such assignment shall be recorded on the books and records of the Funding Agent and its Affiliates) shall be limited the relevant Conduit Lenders, without the need to the entries execute and deliver an Assignment and Acceptance Agreement. For all purposes of this Credit Agreement and all related documents, with respect to such each assignment under this paragraph the relevant Conduit Lender including shall be deemed to have the Revolving Commitment ofbenefit of an executed, or principal amount of delivered, accepted and stated interested on the Loans owing recorded Assignment and Acceptance Assignment relating to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03assignment.

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

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

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

Register. The Administrative Agent (or its Agent, acting solely for this purpose as an agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal Office offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000 a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and stated interest) of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Xxxxxx and an assignee, the assignee’s Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that, if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register which is shared unless and until such payment shall have been made in full, together with each Lender (other than the Administrative Agent and its Affiliates) all accrued interest thereon. No assignment shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely effective for purposes of maintaining this Agreement unless it has been recorded in the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.clause (c). 107

Register. The Administrative Agent Agent, acting solely for this purpose as a non- fiduciary agent of the Borrowers (or its agent or sub-agent appointed by it) and such agency being solely for tax purposes), shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of and interest on the Loans owing to, and drawings under Letters Letter of Credit Obligations (and the respective Class thereof) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks Agents and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 12.2(c) and Section 2.7 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations). (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or an investment vehicle of a natural person, any Disqualified Institution to the extent that the list of Disqualified Institutions has been provided to all Public Lenders on the Platform, a Defaulting Lender or to Holdings, the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans of any Class (including such Lender’s participations in Letter of Credit Obligations and/or Swing Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the information contained other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents, the other Lenders and the Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.13 without regard to the existence of any participation. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the Register which is shared with each Lender first proviso to Section 12.1 (other than clauses (b) or (m) of Section 12.1) that directly affects such Participant. Subject to subsection (e) of this Section, the Administrative Agent and its Affiliates) Borrowers agree that each Participant shall be limited entitled (through the applicable Lender) to the entries with respect benefits of Sections 3.1, 3.2, 3.5 and 3.6 (subject to the requirements and limitations of such Lender Sections (including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, limitation in the Register the Revolving Commitments and the Loans in accordance with the provisions definition of Section 11.04“Excluded Taxes”), and Sections 3.7(a) and 3.8, as if the Participant were a Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by applicable Law, each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation Participant also shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03.12.6 as though it were a Lender, provided such Participant agrees to be subject to Section 12.7 as though it were a Lender. - 254 -

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

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

Register. (a) The Administrative Agent (or its agent or sub-agent appointed by it) Borrower shall maintain at its Principal Office cause to be kept a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”)) in which, subject to such reasonable procedures as it may prescribe, the Borrower shall provide for the recording and registering of the following information with respect to each Class A-L Lender: (i) the name, notice details, wiring instructions and taxpayer identification number of such Class A-L Lender, together with the names of the authorized representatives of such Class A-L Lender and their mailing address, electronic mail address, telephone and facsimile numbers; (ii) the Aggregate Outstanding Amount of (and stated interest on) the Class A- L Loans funded or otherwise held by such Class A-L Lender; and (iii) the Closing Date or applicable Additional Incurrence Date with respect to the Class A-L Loans of such Class A-L Lender. The entries Loan Agent is hereby appointed “Registrar” for the purpose of registering and recording the information described in clauses (i), (ii) and (iii) above. The Loan Agent shall update the information contained in the Register shall be conclusiveupon (i) the transfer of any Class A-L Loan, absent (ii) the funding of any Additional Class A-L Loan and (iii) the receipt of written notice from the Borrower or the applicable Class A-L Lender confirming a change in the notice details or the authorized representatives of any Class A-L Lender. Absent manifest error, the information contained in the Register will be prima facie evidence of the rights and obligations of each Class A-L Lender with respect to the Class A-L Loans held by such Class A-L Lender and the Borrower, the Administrative Agent, the Issuing Banks Borrower and the Lenders Class A-L Lender shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Class A-L Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by On the Borrower or any Lender at any reasonable time Closing Date, on the date of each amendment thereto and from time to time upon reasonable prior notice; provided that request from the Registrar under the Indenture, the Registrar shall provide to the Trustee, the Note Registrar, the Borrower and the Collateral Manager a copy of the information contained in the Register which is shared with each and, upon request at any time by a Class A-L Lender, the Registrar shall provide such Class A-L Lender (other than a copy of the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, information contained in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, relating to the extent the Administrative Agent serves in Class A-L Loans held by such capacity, the Administrative Agent and its officers, directors, employees, agents, subClass A-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of L Lender. Section 11.03.2.06

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

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

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

Register. The Administrative Agent Agent, acting solely for this purpose as a(c) non-fiduciary agent of the Borrower (or its agent or sub-agent appointed by it) and such agency being solely for Tax purposes), shall maintain at one of its Principal Office U.S. offices a copy of each Assignment and Assumption delivered to it (or equivalent thereof in electronic form) and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount and stated interest amounts of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks Bank, the Swingline Lender 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. No assignment shall be effective unless recorded in the Register. The Register is intended to cause each Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version) and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The Register shall be available for inspection by the Borrower or Borrower, the Issuing Bank (with respect to its own interest), the Swingline Lender (with respect to its own interest), the Collateral Agent and any Lender (with respect to its own interests), at any reasonable time and from time to time upon reasonable prior written notice; provided that . Participations.(d) Any Lender may at any time, without the information contained in consent of, or notice to,(i) the Register which is shared with each Lender Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to any person (other than a natural person or the Administrative Agent and Borrower or any of its AffiliatesAffiliates or, unless Event of Default under Section 8.01(a), (b), (d) shall be limited to the entries (solely as a result of a breach of Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a), (b), (c) or (d) is at such Lender time continuing, any Disqualified Institutions) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including the Revolving all or a portion 199 US-DOCS\121951479.16133960081.2 of its Commitment of, or principal amount of and stated interested on and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such Xxxxxx’s rights and obligations under this Agreement. The Administrative Agent Any agreement or instrument pursuant to which a Lender sells such(ii) a participation shall recordprovide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with regard to (a) reductions of principal, interest or fees owing to such Participant to the extent that Lenders have a consent right with respect thereto pursuant to clause (ii) of the first proviso in Section 10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that Lenders have a consent right with respect thereto pursuant to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such Participant. Subject to clause (e) of this Section, the Borrower agrees that each Participant shall cause be entitled to the benefits of Sections 2.12, 2.13 and 2.15 (provided that each Participant shall be subject to the requirements of those Sections and the definition of Excluded Taxes as if it were a Lender) (provided that any documentation required to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of provided by a Participant pursuant to Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation 2.15(e) shall be conclusive and binding on provided to the participating Lender and, if Additional Amounts are required to be paid pursuant to Section 2.15, to the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05Agent, and the Borrower hereby agrees that, definition of Excluded Taxes shall apply) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section. To the Administrative Agent serves in such capacityextent permitted by law, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates each Participant also shall constitute “Indemnitees” be entitled to the benefits of Section 11.03.10.08 as though it were a Lender; provided that such Participant shall be subject to Section 2.14 as though it were a Lender. Notwithstanding anything to the contrary, no Lender shall enter into any agreement with any Participant that will permit such Participant to influence or control the voting rights of such Lender except with regard to (a) reductions of principal, interest or fees owing to such Participant to the extent that such Participant has a consent right with respect thereto pursuant to this Section 10.02(d)(ii) in clause (ii) of the first proviso in Section 10.02(b), (b) extensions of final scheduled maturity or times for payment of interest or fees owing to such participant to the extent that such Participant has a consent right with respect thereto pursuant to this Section 10.02(d)(ii) with respect to clauses (iii)(A), (B) and (C) of Section 10.02(b) and (c) releases of Collateral or guarantees requiring the approval of all Lenders with respect to clauses (iv) and (v) of Section 10.02(b), in each case, that directly affects such Participant. Each Lender that sells a participation shall, acting solely for this(iii) purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and stated interest amounts of each participant’s interest in the Loans or other obligations under this Agreement (a 200 US-DOCS\121951479.16133960081.2

Register. The Borrowers hereby designate the Administrative Agent to serve as the Borrowers' agent, solely for purposes of this subsection 11.06(d), to (or its agent or sub-agent appointed by iti) shall maintain at its Principal Office a register for (the recordation of "Register") on which the names and addresses of Lenders and Administrative Agent will record the Revolving Commitments and Loans of, and principal amount of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowerof each Lender, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Loans made by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice; provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, Loans of each Lender and any such recordation shall be conclusive to (ii) retain a copy of each Assignment and binding on Acceptance delivered to the Borrower and each Lender, absent manifest error; provided that failure Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations Borrowers' obligation in respect of any Loansuch Loans. The Borrower hereby designates entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and, except to the extent provided in this subsection 11.06(d), otherwise complies with Section 11.06, and prior to such recordation all amounts owing to the transferring Lender with respect to such Commitments, Loans and Notes shall remain owing to the transferring Lender. The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining on the Register as provided in this Section 2.05, and only upon the Borrower hereby agrees that, to the extent acceptance by the Administrative Agent serves of a properly executed and delivered Assignment and Acceptance and payment of the administrative fee referred to in such capacity, Section 11.06(b)(iv). The Register shall be available at the offices where kept by the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled for inspection by Caxxxxxxx xnd any Lender at any reasonable time upon reasonable prior notice to the benefits of Section 11.03Administrative Agent.

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Co-Borrowers (or its agent or sub-agent appointed by it) shall and such agency being solely for tax purposes), shall, at all times at the Administrative Agent’s Office, while any Loans are outstanding, maintain at its Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the BorrowerCo-Borrowers, the Administrative Agent, the Issuing Banks Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain in the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. 305 1060441.101066947.03-CHISR01A - MSW The Register shall be available for inspection by the Borrower or Collateral Agent, the Co-Borrowers and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice; provided . During any period that the information contained in the Register which Borrower is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited required to the entries with respect deliver a certificate pursuant to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity2.15(l)(v), the Administrative Agent shall, if requested by any Co-Borrower, promptly provide the Borrower with copies of each Assignment and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled Assumption delivered to the benefits Administrative Agent. The requirements of this Section 11.04(c) are intended to result in any and all Loans being in “registered form” for purposes of Section 11.03871, Section 881 and any other applicable provision of the Code, and shall be interpreted and applied in a manner consistent therewith. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of each Co-Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments and Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register 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 for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Register. The Administrative Agent (or its Agent, acting solely for this purpose as a non-fiduciary agent or sub-agent appointed by it) of the Borrower, shall maintain at its Principal the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts (and related interest amounts) of and interest on the Loans owing to, and drawings under Letters of Credit L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The Register shall record each transfer of the Loans to a transferee upon written notification by the registered owner of such transfer, provided, however, that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments in respect of any Loan. The entries in the Register shall be conclusive, conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks L/C Issuer and the Lenders shall treat each person Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower or any Lender Borrower, the L/C Issuer, the Collateral Agent, and the Swing Line Lender, at any reasonable time and from time to time upon reasonable prior notice; provided that . Notwithstanding the information contained foregoing, in the Register which is shared with each Lender (other than no event shall the Administrative Agent and its Affiliates) be obligated to ascertain, monitor or inquire as to whether any Lender is an Affiliated Lender nor shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent be obligated to serve as monitor the Borrower’s agent solely for purposes aggregate amount of maintaining Term Loans or Incremental Term Loans held by Affiliated Lenders. Upon request by the Register as provided in this Section 2.05Administrative Agent, and the Borrower hereby agrees thatshall promptly (and in any case, not less than 5 Business Days (or shorter period as agreed to by the Administrative Agent) prior to the extent proposed effective date of any amendment, consent or waiver pursuant to Section 10.01) provide to the Administrative Agent serves in a complete list of all Affiliated Lenders holding Term Loans or Incremental Term Loans at such capacity, the Administrative Agent and its officers, directors, employees, agents, sub-agents and Affiliates shall constitute “Indemnitees” entitled to the benefits of Section 11.03time.

Register. The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrowers, shall, at all times while the Loans and LC Disbursements (or its agent or sub-agent appointed by itany of them) shall are outstanding, maintain at one of its Principal Office offices a copy of each Assignment and Assumption 319 1209502.04-CHISR02A - MSW delivered to it and a register for the recordation of the names and addresses of Lenders the Lenders, and the Revolving Commitments and Loans of, and principal amount amounts of and interest on the Loans owing to, and drawings under Letters of Credit LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, conclusive absent manifest error, and the BorrowerBorrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or Borrowers, the Issuing Banks, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. The requirements of this Section 11.04(d) are intended to result in any and all Loans and LC Disbursements being in “registered form” for purposes of Section 871, Section 881 and any other applicable provision of the Code, and shall be interpreted and applied in a manner consistent therewith. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Commitments and Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information contained relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register which is shared with each Lender (other than the Administrative Agent and its Affiliates) shall be limited to the entries with respect to such Lender including the Revolving Commitment of, or principal amount of and stated interested on the Loans owing to such Lender. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 11.04, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided that failure to make any , and such recordation, or any error Lender shall treat each Person whose name is recorded in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve Participant Register as the Borrower’s agent solely owner of such participation for all purposes of maintaining the Register as provided in this Section 2.05, and the Borrower hereby agrees that, Agreement notwithstanding any notice to the extent contrary. For the Administrative Agent serves in such capacityavoidance of doubt, the Administrative Agent and (in its officers, directors, employees, agents, sub-agents and Affiliates capacity as Administrative Agent) shall constitute “Indemnitees” entitled to the benefits of Section 11.03have no responsibility for maintaining a Participant Register.

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

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