Common use of Evidence of Loans Clause in Contracts

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, however, that the failure of Lender to maintain such records or any error therein shall not in any manner affect obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (ai) Lender Agent shall maintain, in accordance with its usual practice, true, correct and complete electronic or written records evidencing the Indebtedness and Obligations owed by Borrower to Lender resulting from each Loan Lenders, in which it will record (A) the amount of all Advances made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement, (B) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrower and payable to Lenders under the Loan Documents and (C) all amounts received by Agent under this Agreement from Borrower. (bii) The entries made in the electronic or written records maintained pursuant to subsection (ai) of this Section 2.7 2.1(a) (the “Balance Register”) shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or correct amounts owed pursuant to the Loan, including all Advances made by Lenders, and all other Obligations in accordance with their termsthe terms of this Agreement and all other Loan Documents. (ciii) Lender Agent will account to Borrower monthly with a written statement of the Advances under the Revolving FacilityLoan, and any charges and payments made pursuant to this Agreement, provided, however, that the failure of Agent to provide such written statement shall not constitute a default or breach by Agent or any Lender of this Agreement or any other Loan Document and in the absence of manifest error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower in writing to the contrary within fifteen calendar days sixty (60) Business Days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including including, without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) Agent shall maintain electronic or written records in which it will record (i) the amount of each Loan made hereunder, the class and type of each Loan made and any applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrowers to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrowers and each Lender’s share thereof. (c) The entries made in the electronic or written records maintained pursuant to subsection (aSection 2.4(b) of this Section 2.7 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower Borrowers to repay the Loans or other Obligations in accordance with their terms. The Register shall be subject to the terms of Section 12.2(c). (cd) Lender Agent will account to Borrower Borrowers monthly with a statement of Advances under the Revolving Facility, Facility and any charges and payments made pursuant to this Agreement, and in the absence of manifest demonstrable error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower Funds Administrator in writing to the contrary within fifteen thirty (30) calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (de) Borrower agrees Borrowers agree that: (i) upon written notice by Lender Agent to any Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender Agent (for itself or on behalf of any Lender) to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower Borrowers promptly shall promptly (and in any event within three five (35) Business Days of any such request) execute and deliver to Lender Agent an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable satisfactory to Agent and Borrowers, payable to the order of such Lender and Borrowerin a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes “Notes” in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower Borrowers for cancellation) hereunder, as the same may be amended, supplemented, modified, divided, supplemented or divided and/or restated and in effect from time to time; and; (iii) upon LenderAgent’s written requestrequest (for itself or on behalf of any Lender), and in any event within three five (35) Business Days of any such request, Borrower Borrowers shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower Borrowers within a reasonable period of time after LenderAgent’s receipt of the replacement Notes; and (iv) upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

Evidence of Loans. (a) Lender Each Bank shall maintain, maintain in accordance with its usual practice, electronic or written practice records evidencing the Indebtedness and Obligations indebtedness of each Account Party to Lender such Bank resulting from each Loan made by Lender from time to timesuch Bank, including without limitation, the amounts of principal and interest payable and paid to Lender such Bank from time to time under this Agreementhereunder, and setting forth the Commitments of the Banks. (b) The entries made in Administrative Agent, acting solely for this purpose as an agent of the electronic or written records maintained pursuant Account Parties, shall maintain a copy of each Assignment and Assumption delivered to subsection it and a register for the recordation of the names and addresses of the Banks and the Commitments of, and principal amounts (aand stated interest) of this Section 2.7 the Loans owing to, each Bank from time to time (the “Register”) ). The entries in the Register shall be prima facie evidence conclusive absent clear error, and the Account Parties, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the existence Account Parties and amounts of the Obligations any Bank at any reasonable time and Indebtedness therein recorded; provided, however, that the from time to time upon reasonable prior notice. (c) The failure of Lender any Bank or the Administrative Agent to maintain such records required by this Section 2.07 or any error therein shall not in any manner affect the obligations of the Borrower Account Parties to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower Any Bank may request that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or of such Bank to an Account Party be evidenced by a single Note, in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant Type, payable toby such Account Party to such Bank for the account of its Applicable Lending Office. In such event, or to be made bysuch Account Party shall prepare, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate such Bank a Note or Notes in form and substance reasonably acceptable payable to Lender and Borrower; such Bank (ii) all references to Notes in the Loan Documents shall mean Notesor, if anyrequested by such Bank, to such Bank and its registered assigns). Thereafter, once recorded in and to the extent issued consistent with the information contained in the Register, the Loans evidenced by such Note and interest thereon shall at all times (and not returned including after assignment pursuant to the Borrower for cancellationSection 10.06) hereunder, as the same may be amended, modified, divided, supplemented represented by one or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing more Notes in such smaller amounts or denominations as Lender shall specify form payable to the payee named therein (or, to such payee and its registered assigns). For any Loan evidenced by a Note pursuant to this clause (d), any transfer of a Note must be recorded in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are Register in order to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Noteseffective.

Evidence of Loans. (a) The Loans made by each Lender shall maintain, be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in accordance with its usual practice, electronic the ordinary course of business. The accounts or written records evidencing maintained by the Indebtedness Administrative Agent and Obligations to each Lender resulting from each Loan shall be conclusive absent manifest error of the amount of the Loans made by Lender from time the Lenders to time, including without limitation, the amounts of principal Borrower and the interest payable and paid payments thereon. Any failure to Lender from time to time under this Agreement. (b) The entries made so record or any error in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) doing so shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; providednot, however, that limit or otherwise affect the failure of Lender to maintain such records or any error therein shall not in any manner affect obligations obligation of the Borrower hereunder to repay pay any amount owing with respect to the Loans or Obligations Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in accordance with their terms. (c) Lender will account to Borrower monthly with a statement respect of Advances under such matters, the Revolving Facility, accounts and any charges and payments made pursuant to this Agreement, and records of the Administrative Agent shall control in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to . Upon the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days request of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in made through the Loan Documents shall mean NotesAdministrative Agent, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes and divide (through the Notes Administrative Agent) a single Term Note substantially in exchange for then existing Notes the form of Exhibit B, payable to such Lender (or its registered assigns) in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, an amount equal to the aggregate unpaid principal amount of such new Lender’s Term Loans, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender having one or more Notes shall not exceed record the aggregate principal date, amount, and Type of each Loan made by it and the date and amount of each payment of principal made by the Notes Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding at Loan evidenced thereby; provided that the time failure of any Lender to make any such request recordation or endorsement or any error in any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any such Note. Each Lender is made; and provided, further, that such Notes that are hereby irrevocably authorized by the Borrower so to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new endorse each of its Notes and returned to Borrower within attach to and make a reasonable period part of time after Lender’s receipt each of the replacement Notesits Notes a continuation of any such schedule as and when required.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. (b) The entries made in the . Agent shall maintain electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) recording (i) the amount, class and type of each Loan made hereunder and all applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrowers to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrowers and each Lender’s share thereof. The Register shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. The Register shall be subject to the terms of Section 12.2(b) hereof. Within a reasonable period of time after written request from any Credit Party, Agent shall provide such Credit Party with a copy of the Register. (cb) Lender Agent will account to Borrower Borrowers monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreementthe Loan Documents, and in the absence of manifest demonstrable error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower Borrowers in writing to the contrary within fifteen 15 calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (dc) Borrower agrees that: (i) upon Upon written notice by Lender Agent to Borrower Borrowers that a Note promissory note or other evidence of Indebtedness indebtedness is requested by any Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower shall Borrowers promptly (and in any event within three (3) Business Days of any such request) shall execute and deliver to Lender Agent an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable satisfactory to Agent and such Lender and Borrower;in their Permitted Discretion. (iid) all references Upon Agent’s (for itself or on behalf of any Lender) written request to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written requestBorrowers, and in any event within three (3) Business Days of any such request, Borrower Borrowers shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the then existing subject Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and shall be replaced by such new Notes and returned to Borrower Borrowers for cancellation within a reasonable period of time after LenderAgent’s receipt of the replacement Notes. (e) In the event of the mutilation, destruction, loss or theft of any Notes, Borrowers shall, upon the written request of the holder of such Notes to Borrowers, and in any event within three Business Days of any such request, execute and deliver to Agent new replacement Notes in the same form and original principal amount and original date as the Notes so mutilated, destroyed, lost or stolen, and such replaced Notes shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrowers after Agent’s receipt of the replacement Notes and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrowers with an indemnity in writing reasonably acceptable to Borrowers to save them harmless in respect of such replaced Note.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”2.13) shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, however, that the failure of Lender to maintain such records or any error therein shall not in any manner affect the joint and several obligations of the Borrower Loan Parties to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving FacilityFacility and with a statement of Term Loan Advances under the Term Loan, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) LENDER AND ADMINISTRATIVE AGENT ACCOUNTS; NOTES. The Credit Extensions made by each Lender shall maintain, be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in accordance with its usual practice, electronic the ordinary course of business. The accounts or written records evidencing maintained by the Indebtedness Administrative Agent and Obligations to each Lender resulting from each Loan shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lender from time the Lenders to time, including without limitation, the amounts of principal Company and the interest payable and paid payments thereon. Any failure to Lender from time to time under this Agreement. (b) The entries made so record or any error in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) doing so shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; providednot, however, that limit or otherwise affect the failure of Lender to maintain such records or any error therein shall not in any manner affect obligations obligation of the Borrower Company hereunder to repay pay any amount owing with respect to the Loans or Obligations Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in accordance with their terms. (c) Lender will account to Borrower monthly with a statement respect of Advances under such matters, the Revolving Facility, accounts and any charges and payments made pursuant to this Agreement, and records of the Administrative Agent shall control in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to . Upon the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days request of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in made through the Loan Documents shall mean NotesAdministrative Agent, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower Company shall execute and deliver to such Lender new Notes and divide (through the Notes Administrative Agent) a single Revolving Note, Term B Closing Date Note or Term B Delayed Draw Note, as applicable, in exchange each case, substantially in the form of EXHIBIT X-0, X-0 or B-3, as applicable, payable to the order of such Lender for then existing Notes the account of its Lending Office in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, an amount equal to the aggregate unpaid principal amount of such new Notes Lender's Revolving, Term B Closing Date, or Term B Delayed Draw Loans, as applicable, which shall not exceed evidence such Lender's Loans in addition to such accounts or records. If requested by the Swing Line Lender, the Swing Line Loans shall be evidenced by a single Swing Line Note, substantially in the form of EXHIBIT B-4, payable to the order of the Swing Line Lender in an amount equal to the aggregate unpaid principal amount of the Swing Line Loans. Each Lender having one or more Notes shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Company with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding at Loan evidenced thereby; PROVIDED that the time failure of any Lender to make any such request recordation or endorsement or any error in any such recordation or endorsement shall not affect the obligations of the Company hereunder or under any such Note. Each Lender is made; and provided, further, that such Notes that are hereby irrevocably authorized by the Company so to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new endorse each of its Notes and returned to Borrower within attach to and make a reasonable period part of time after Lender’s receipt each of the replacement Notesits Notes a continuation of any such schedule as and when required.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including including, without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this AgreementAgreement (including any increases in principal of the Term Loan D resulting from the capitalization of PIK Interest). (b) Agent shall maintain electronic or written records in which it will record (i) the amount of each Loan made hereunder, the class and type of each Loan made and any applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrowers to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrowers and each Lender’s share thereof. (c) The entries made in the electronic or written records maintained pursuant to subsection (aSection 2.4(b) of this Section 2.7 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower Borrowers to repay the Loans or other Obligations in accordance with their terms. The Register shall be subject to the terms of Section 12.2(c). (cd) Lender Agent will account to Borrower Borrowers monthly with a statement of Advances under the Revolving Facility, Facility and any charges and payments made pursuant to this Agreement, and in the absence of manifest demonstrable error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower Funds Administrator in writing to the contrary within fifteen thirty (30) calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (de) Borrower agrees Borrowers agree that: (i) upon written notice by Lender Agent to any Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender Agent (for itself or on behalf of any Lender) to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower Borrowers promptly shall promptly (and in any event within three five (35) Business Days of any such request) execute and deliver to Lender Agent an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable satisfactory to Agent and Borrowers, payable to the order of such Lender and Borrowerin a principal amount equal to the amount of the Loans owing or payable o such Lender; (ii) all references to Notes “Notes” in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower Borrowers for cancellation) hereunder, as the same may be amended, supplemented, modified, divided, supplemented or divided and/or restated and in effect from time to time; and; (iii) upon LenderAgent’s written requestrequest (for itself or on behalf of any Lender), and in any event within three five (35) Business Days of any such request, Borrower Borrowers shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower Borrowers within a reasonable period of time after LenderAgent’s receipt of the replacement Notes; and (iv) upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such Lender, in the same principal amount thereof and otherwise of like tenor.

Evidence of Loans. (a) Each Lender shall maintain, maintain in accordance with its usual practice, electronic practice an account or written records accounts evidencing the Indebtedness and Obligations Debt of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto, if any; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder from Borrower, including any Fees, and each Lender's share thereof. (c) The entries made in the electronic or written records accounts maintained pursuant to subsection paragraphs (a) of this Section 2.7 and (the “Register”b) above shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such records accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Any Lender to Borrower may request that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable tomade by it hereunder be evidenced by a Note. In such event, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes a Note payable to the order of such Lender and divide its registered assigns and in substantially the Notes form of Exhibit A hereto. Notwithstanding any other provision of this Agreement, in exchange for then existing Notes in such smaller amounts or denominations as the event any Lender shall specify in its sole request and absolute discretion; provided, thatreceive such a Note, the aggregate principal amount interests represented by such Note shall at all times (including after any assignment of all or part of such new interests pursuant to Section 9.06) be represented by one or more Notes shall not exceed payable to the aggregate principal amount of the Notes outstanding at the time payee named therein or its registered assigns, until such request Note is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to the Borrower within a reasonable period of time after Lender’s receipt of the replacement Notesand duly canceled.

Evidence of Loans. (a) The Loans made by each Lender shall maintain, be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in accordance with its usual practice, electronic the ordinary course of business. The accounts or written records evidencing maintained by the Indebtedness Administrative Agent and Obligations to each Lender resulting from each Loan shall be conclusive absent manifest error of the amount of the Loans made by Lender from time the Lenders to time, including without limitation, the amounts of principal Borrower and the interest payable and paid payments thereon. Any failure to Lender from time to time under this Agreement. (b) The entries made so record or any error in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) doing so shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; providednot, however, that limit or otherwise affect the failure of Lender to maintain such records or any error therein shall not in any manner affect obligations obligation of the Borrower hereunder to repay pay any amount owing with respect to the Loans or Obligations Senior Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in accordance with their terms. (c) Lender will account to Borrower monthly with a statement respect of Advances under such matters, the Revolving Facility, accounts and any charges and payments made pursuant to this Agreement, and records of the Administrative Agent shall control in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to . Upon the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days request of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in made through the Loan Documents shall mean NotesAdministrative Agent, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes and divide (through the Notes Administrative Agent) a single Term Note substantially in exchange for then existing Notes the form of Exhibit B-1 or a single Revolving Facility Note in the form of Exhibit B-2, as applicable, payable to such smaller amounts Lender (or denominations as Lender shall specify its registered assigns) in its sole and absolute discretion; provided, that, an amount equal to the aggregate unpaid principal amount of such new Lender’s Loans, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender having one or more Notes shall not exceed record the aggregate principal date, amount, and Type of each Loan made by it and the date and amount of each payment of principal made by the Notes Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding at Loan evidenced thereby; provided that the time failure of any Lender to make any such request recordation or endorsement or any error in any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any such Note. Each Lender is made; and provided, further, that such Notes that are hereby irrevocably authorized by the Borrower so to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new endorse each of its Notes and returned to Borrower within attach to and make a reasonable period part of time after Lender’s receipt each of the replacement Notesits Notes a continuation of any such schedule as and when required.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including including, without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) Agent shall maintain electronic or written records in which it will record (i) the amount of each Loan made hereunder, the class and type of each Loan made and any applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrower to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrower and each Lender’s share thereof. (c) The entries made in the electronic or written records maintained pursuant to subsection (aSection 2.2(b) of this Section 2.7 (the “Register”), which shall include the promissory notes, if any, issued pursuant to Section 2.2(e) hereof, shall in the absence of manifest error be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. The Register shall be subject to the terms of Section 12.4(c). (cd) Lender Agent will account to Borrower monthly with a statement of Advances under the Revolving Facility, Facility and any charges and payments made pursuant to this Agreement, and in the absence of manifest demonstrable error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (de) Borrower agrees that: (i) upon written notice by Lender Agent to Borrower that a Note promissory note or other evidence of Indebtedness indebtedness or replacement of a lost Note is requested by Lender Agent (for itself or on behalf of any Lender) to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower promptly shall promptly (and in any event within three five (35) Business Days of any such requestrequest and in the event of a lost Note upon receipt of customary affidavits and indemnities) execute and deliver to Lender Agent an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable satisfactory to Lender Agent and Borrower, payable to the order of such Lender in a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes “Notes” in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, supplemented, modified, divided, supplemented or divided and/or restated and in effect from time to timetime which shall be included in the Register maintained by the Agent; and (iii) upon LenderAgent’s written requestrequest (for itself or on behalf of any Lender), and in any event within three five (35) Business Days of any such request, Borrower shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes Notes, promptly cancelled and returned to Borrower within a reasonable period of time after LenderAgent’s receipt of the replacement Notes.

Evidence of Loans. (a) The Borrowing made by each Lender shall maintain, be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in accordance with its usual practice, electronic the ordinary course of business. The accounts or written records evidencing maintained by the Indebtedness Administrative Agent and Obligations to each Lender resulting from each Loan shall be conclusive absent manifest error of the amount of the Borrowing made by Lender from time the Lenders to time, including without limitation, the amounts of principal Borrower and the interest payable and paid payments thereon. Any failure to Lender from time to time under this Agreement. (b) The entries made so record or any error in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) doing so shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness therein recorded; providednot, however, that limit or otherwise affect the failure of Lender to maintain such records or any error therein shall not in any manner affect obligations obligation of the Borrower hereunder to repay pay any amount owing with respect to the Loans or Obligations Credit Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in accordance with their terms. (c) Lender will account to Borrower monthly with a statement respect of Advances under such matters, the Revolving Facility, accounts and any charges and payments made pursuant to this Agreement, and records of the Administrative Agent shall control in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to . Upon the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days request of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in made through the Loan Documents shall mean NotesAdministrative Agent, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes and divide (through the Notes Administrative Agent) a single Note, substantially in exchange the form of Exhibit B, payable to the order of such Lender for then existing Notes the account of its Lending Office in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, an amount equal to the aggregate unpaid principal amount of such new Lender’s Loans which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender having one or more Notes shall not exceed record the aggregate principal date and amount of each Loan made by it and the Notes date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding at Loan evidenced thereby; provided that the time failure of any Lender to make any such request recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any such Note. Each Lender is made; and provided, further, that such Notes that are hereby irrevocably authorized by the Borrower so to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new endorse each of its Notes and returned to Borrower within attach to and make a reasonable period part of time after Lender’s receipt each of the replacement Notesits Notes a continuation of any such schedule as and when required.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its customary and usual practice, electronic or written records accounts evidencing the Indebtedness and Obligations indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time in respect of Loans. Each Loan made under this AgreementAgreement may be evidenced by one or more Notes, in substantially the form of Exhibit C-1 or Exhibit C-2, as applicable. (b) The Administrative Agent shall maintain, in accordance with its customary and usual practice, (i) a copy of each Assignment and Acceptance delivered to it and (ii) written or electronic records for the recordation of (A) the amount of each Lender’s Commitments, (B) the amount of each Loan, whether such Loan is a Loan and the interest rate and the Interest Period applicable thereto, (C) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (D) the amount of any payments received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof and (E) with respect to each Assignment and Acceptance delivered to the Administrative Agent, the name and address of the Assignee, the amount of the Assignee’s Commitment and the principal amount of each Loan owing to such Assignee. The Administrative Agent’s written records described above shall be available for inspection during ordinary business hours by the Borrower or any Lender or Assignee from time to time upon reasonable prior notice to the Administrative Agent. (c) The entries made in the Administrative Agent’s written or electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (and the “Register”) foregoing accounts shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness indebtedness of the Borrower therein recorded; provided, ,however, that the failure of any Lender or the Administrative Agent to maintain any such records account or such records, as applicable, or any error therein therein, shall not in any manner affect obligations the validity or enforceability of any obligation of the Borrower to repay the Loans or Obligations any Loan actually made by such Lender in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement. The entries in such records relating to assignments shall be conclusive, and in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to records as the contrary within fifteen calendar days owner of Receipt the Loans recorded therein for all purposes of such accounting, which notice shall be deemed an objection only to items specifically objected to thereinthis Agreement. (d) Borrower agrees that: (i) upon written notice The Borrower’s obligations to repay any Loan assigned to a Federal Reserve Bank by a Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyshall, to the extent issued (and not returned requested by such Lender in order to effect such assignment, be evidenced by one or more Notes, in substantially the Borrower for cancellation) hereunderform of Exhibit C-1 or Exhibit C-2, as applicable. Such Note shall be in the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Loan or Loans so assigned and stated to mature on the applicable Commitment Termination Date and bear interest from its date until paid in full on the principal amount of the Loan outstanding thereunder payable at the time such request is made; rates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of in the replacement Notesmanner provided herein.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its customary and usual practice, electronic or written records accounts evidencing the Indebtedness and Obligations indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time in respect of Loans. Each Loan made under this AgreementAgreement may be evidenced by one or more Notes, in substantially the form of Exhibit C-1 or Exhibit C-2, as applicable. (b) The Administrative Agent shall maintain, in accordance with its customary and usual practice, (i) a copy of each Assignment and Acceptance delivered to it and (ii) written or electronic records for the recordation of (A) the amount of each Lender's Commitments, (B) the amount of each Loan, whether such Loan is a Loan and the interest rate and the Interest Period applicable thereto, (C) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (D) the amount of any payments received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof and (E) with respect to each Assignment and Acceptance delivered to the Administrative Agent, the name and address of the Assignee, the amount of the Assignee's Commitment and the principal amount of each Loan owing to such Assignee. The Administrative Agent's written records described above shall be available for inspection during ordinary business hours by the Borrower or any Lender or Assignee from time to time upon reasonable prior notice to the Administrative Agent. (c) The entries made in the Administrative Agent's written or electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (and the “Register”) foregoing accounts shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness indebtedness of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such records account or such records, as applicable, or any error therein therein, shall not in any manner affect obligations the validity or enforceability of any obligation of the Borrower to repay the Loans or Obligations any Loan actually made by such Lender in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement. The entries in such records relating to assignments shall be conclusive, and in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to records as the contrary within fifteen calendar days owner of Receipt the Loans recorded therein for all purposes of such accounting, which notice shall be deemed an objection only to items specifically objected to thereinthis Agreement. (d) Borrower agrees that: (i) upon written notice The Borrower's obligations to repay any Loan assigned to a Federal Reserve Bank by a Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyshall, to the extent issued (and not returned requested by such Lender in order to effect such assignment, be evidenced by one or more Notes, in substantially the Borrower for cancellation) hereunderform of Exhibit C-1 or Exhibit C-2, as applicable. Such Note shall be in the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Loan or Loans so assigned and stated to mature on the applicable Commitment Termination Date and bear interest from its date until paid in full on the principal amount of the Loan outstanding thereunder payable at the time such request is made; rates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of in the replacement Notesmanner provided herein.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.13 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender Xxxxxx will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower Xxxxxxxx agrees that: (i) upon written notice by Lender Xxxxxx to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes “Notes” in the DIP Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon LenderXxxxxx’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and and/or divide the Notes in exchange for then the existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretiondiscretion (including, without limitation, new Notes as a result of the mutilation, destruction, loss or theft of any Notes); provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s Xxxxxx's receipt of the replacement Notesnotes.

Evidence of Loans. (a) Lender Each Loan Participant shall maintain, maintain in accordance with its usual practice, electronic practice an account or written records accounts evidencing the Indebtedness and Obligations indebtedness of PanAmSat to Lender such Loan Participant resulting from each Loan the Loans made by Lender such Loan Participant from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender such Loan Participant from time to time under this Agreement. (b) Agent shall maintain the Register pursuant to Section 20.2(e), and a subaccount therein for each Loan Participant, in which shall be recorded (i) the amount of each Loan made hereunder, the Type thereof and, in the case of LIBOR Loans, each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from PanAmSat to each Loan Participant hereunder and (iii) both the amount of any sum received by Agent hereunder from PanAmSat and each Loan Participant's share thereof, if any. (c) The entries made in the electronic or written records Register and the accounts of each Loan Participant maintained pursuant to subsection (aSection 2.12(b) of this Section 2.7 (shall, to the “Register”) shall extent permitted by applicable law, be prima facie evidence of the existence and amounts of the Obligations and Indebtedness obligations of PanAmSat therein recorded; provided, however, that the failure of Lender any Loan Participant or Agent to maintain the Register or any such records account, or any error therein therein, shall not in any manner affect obligations the obligation of the Borrower PanAmSat to repay (with applicable interest) the Loans or Obligations made to PanAmSat by such Loan Participant in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower PanAmSat agrees that: (i) upon written notice that each Loan Participant is hereby authorized to record the date, Type and amount of each Loan made by Lender such Loan Participant, the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to Borrower that another Type and, in the case of LIBOR Loans, the length of each Interest Period and LIBOR Rate with respect thereto, on the schedule annexed to and constituting a Note or other evidence part of Indebtedness is requested by Lender to evidence the Loans its Note, and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyrecordation shall, to the extent issued permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure to make any such recordation (and or any error therein) shall not returned affect the obligation of PanAmSat to repay (with applicable interest) the Loans made to PanAmSat in accordance with the terms of this Agreement. (e) All references in the Operative Documents to "Notes" shall be deemed equally to refer to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes"Loans."

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.16 (the “"Register”") shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and BorrowerBorrower (and in any event within five Business Days of any such acceptable request), payable to the order of Lender in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s 's written request, and in any event within three (3) five Business Days of any such acceptable request, Borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s 's receipt of the replacement Notesnotes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, time and the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the Agent shall maintain electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “"Register”") in which it will record (i) the amount of each Loan made hereunder, the class and type of each Loan made and any applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrowers to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrowers and each Lender's share thereof. (c) The entries in the Register shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower Borrowers to repay the Loans or Obligations in accordance with their terms. (cd) Lender will account Borrowers agrees that: (a) all references to Borrower monthly with a statement of Advances under "Notes" in the Revolving FacilityLoan Documents shall mean all then existing Notes, if any, to the extent issued (and any charges and payments made pursuant not returned to this AgreementBorrowers in reliance upon Section 2.19(c) above) as the same may be amended, supplemented, modified, divided and/or restated and in effect from time to time; (b) all references to any returned "Revolving Notes" in the absence of manifest error, such accounting rendered by Lender Loan Documents shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to refer to the contrary within fifteen calendar days of Receipt Revolving Loans (without duplication of such accounting, which notice term); and (c) all references to any returned "Term Notes" in the Loan Documents shall be deemed an objection only to items specifically objected refer to therein.the Term Loans (without duplication of such term); and (de) Borrower agrees Borrowers agree that: (i) upon written notice by Lender Agent to Borrower Borrowers that a Note new promissory note or other evidence of Indebtedness indebtedness is requested by Lender Agent (for itself or on behalf of any Lender) to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower Borrowers promptly shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender Agent an appropriate Note or Notes in form and substance reasonably acceptable satisfactory to Agent and Borrowers, payable to the order of such Lender and Borrower;in a principal amount equal to the amount of the Loans owing or payable to such Lender; and (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued upon Agent's written request (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented itself or restated from time to time; and (iii) upon on behalf of any Lender’s written request), and in any event within three (3) Business Days of any such request, Borrower Borrowers shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower Borrowers within a reasonable period of time after Lender’s Agent's receipt of the replacement Notes." (iii) Section 13.11 of the Agreement is deleted in the entirety and the following is substituted in place thereof:

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including including, without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) Agent shall maintain electronic or written records in which it will record (i) the amount of each Loan made hereunder, each Prime Rate Loan and each LIBOR Loan and any applicable Interest Periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrower to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrower and each Lender’s share thereof. (c) The entries made in the electronic or written records maintained pursuant to subsection (aSection 2.4(b) of this Section 2.7 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. The Register shall be subject to the terms of Section 12.2(c). (cd) Lender Agent will account to Borrower monthly with a statement of Advances under the Revolving Facility, Facility and any charges and payments made pursuant to this Agreement, and in the absence of manifest demonstrable error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (de) Borrower agrees that: (i) upon written notice by Lender Agent to Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender Agent (for itself or on behalf of any Lender) to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower promptly shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender Agent an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable satisfactory to Lender Agent and Borrower, payable to the order of such Lender in a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes “Notes” in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, supplemented, modified, divided, supplemented or divided and/or restated and in effect from time to time; and; (iii) upon LenderAgent’s written requestrequest (for itself or on behalf of any Lender), and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender Agent new Notes and and/or split or divide the Notes Notes, or any of them, in exchange for the then existing Notes subject Notes, in such smaller amounts or denominations as Agent or such Lender shall specify in its sole and absolute discretionspecify; provided, that, that the aggregate principal amount of such new new, split or divided Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and shall be replaced by such new Notes and returned to Borrower within a reasonable period of time after LenderAgent’s receipt of the replacement Notes; and (iv) upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower after Agent’s receipt of the replacement Notes; and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing reasonably acceptable to Borrower to save it and the other Credit Parties harmless in respect of such replaced Notes.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.12 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s receipt of the replacement Notesnotes.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (ab) of this Section 2.7 2.16 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen thirty (30) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower the borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower marked “cancelled” within a reasonable period of time after Lender’s receipt of the replacement Notesnotes, and in any event within thirty (30) calendar days thereof.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.12 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of Borrower’s Receipt of any such request, Borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s receipt of the replacement Notesnotes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, time and the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the Agent shall maintain electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (the “Register”) in which it will record (i) the amount of each Loan made hereunder, the class and type of each Loan made and any applicable interest rate periods, (ii) the amount of any principal and/or interest due and payable and/or to become due and payable from Borrower to each Lender hereunder and (iii) all amounts received by Agent hereunder from Borrower and each Lender’s share thereof. (c) The entries in the Register shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) that upon written notice by Lender Agent to Borrowers, which written notice may be issued to Borrower that a Note at any time in Agent’s sole discretion, and shall be accompanied by the return of one or other evidence more of Indebtedness is requested by Lender the then existing Notes to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly Borrowers (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) “Notice Regarding Notes”); all references to Notes “Term A Loan Notes”, “Term B Loan Notes”, or “PIK Notes” in the Loan Documents shall mean be deemed to refer to any still outstanding Term A Loan Notes, if anyTerm B Loan Notes or PIK Notes, as applicable, and, in the case of Term A Loans, Term B Loans or PIK obligations that are no longer evidenced by Term A Loan Notes, Term B Loan Notes or PIK Notes, as applicable, such Loans shall thereupon be evidenced by the Register and such references to any such “Term A Loan Notes”, “Term B Loan Notes” or “PIK Notes” in the Loan Documents shall be deemed to refer to such Register or to the extent issued (and not returned to the Borrower for cancellation) hereunderapplicable facility, as the same may be amended, modified, divided, supplemented or restated from time to time; andappropriate. (iiie) upon Upon Agent’s or any Lender’s written request, and in any event within three (3) Business Days of any such request, the Borrower shall execute and deliver to Lender Agent new Notes and and/or divide the Notes in exchange for then any existing Notes in such smaller amounts or denominations as Agent or such Lender shall specify in its their respective sole and absolute discretion; provided, that, provided that the aggregate principal amount of such new Notes shall does not exceed the aggregate principal amount of the Notes Loans outstanding at the time when such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period .” (b) Subsection (v) of time after Lender’s receipt of the replacement Notes.Section 2.7

Evidence of Loans. (a) Lender Agent shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to each Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.13 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender the Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender Agent will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by any Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by such Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to such Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to such Lender and Borrower, payable to the order of such Lender or in a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon any Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes and and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as such Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to the Borrower within a reasonable period of time after such Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.20 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three five (35) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s written request, and in any event within three five (35) Business Days of any such request, Borrower borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s receipt of the replacement Notesnotes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic maintain an account or written records accounts evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by such Lender to the Borrower from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts, and to update promptly its account or accounts from time to time, as necessary. (b) The Administrative Agent shall maintain the Register pursuant to Section 7.05(c) and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the date, amount, and Interest Period, if applicable, of each Loan, and whether such Loan is a Base Rate Loan, a LIBOR Rate Loan or a Swing Line Loan, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender's percentage share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to update promptly such subaccounts from time to time, as necessary. (c) The entries made in the electronic or written records Register and subaccounts maintained pursuant to subsection (ab) of this Section 2.7 (2.04, to the “Register”) extent permitted by applicable law, shall be prima facie evidence of the existence and amounts of such obligations of the Obligations and Indebtedness Borrower therein recorded; provided, however, that the -------- ------- failure of the Administrative Agent or any Lender to maintain any such records Register, subaccount or account, as applicable, or any error therein therein, shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to thereinterms thereof. (d) Upon the request of any Lender or the Swing Line Bank, which request shall be made through the Administrative Agent to the Borrower, the Borrower agrees that: (i) upon written notice by shall deliver to such Lender to Borrower that a duly executed Note or other evidence in the form of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable toExhibit A-1, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount case of the Notes outstanding at Swing Line Bank, a duly executed Note in the time such request is made; ----------- form of Exhibit A-2, in each case with appropriate insertions as to dates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes----------- principal amounts.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (ab) of this Section 2.7 2.16 (the “Register”) shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of the Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to the Lender and Borrower, payable to the order of Lender or in a principal amount equal to the amount of the Loans owing or payable to Lender; (ii) all references to Notes “Notes” in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower borrower shall execute and deliver to Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to the Borrower within a reasonable period of time after Lender’s receipt of the replacement Notesnotes.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. Lender and Borrower acknowledge and agree that the Existing Advances under the Revolving Facility have been evidenced by certain Revolving Note dated October 19, 2004 in the aggregate principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Existing Revolving Note") and that the Existing Term Loan has been evidenced by a certain Term Note dated October 19, 2004 (the "Existing Term Note"). Lender and Borrower acknowledge and agree that (i) the Existing Revolving Note and the Existing Term Note shall be cancelled by Lender and returned to Borrower as of the Restatement Date but that the cancellation of the Existing Revolving Notes shall not constitute a novation of the Existing Advances and the Existing Term Loan or any other amounts evidenced thereby and (ii) all Advances (including the Existing Advances) and the Term Loan shall as of the Restatement Date be evidenced as provided in this Section 2.11(a). (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.11 (the “"Register”") shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, provided however, that the failure of Lender to maintain such records or any error therein shall not in any manner affect the joint and several obligations of the Borrower Credit Parties to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented supplemented, extended or restated from time to time; and (iii) upon Lender’s 's written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s 's receipt of the replacement Notes.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.10 (the “Register”) shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, provided however, that the failure of Lender to maintain such records or any error therein shall not in any manner affect the joint and several obligations of the Borrower Credit Parties to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented supplemented, extended or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) The Lender shall maintain, in accordance with its customary and usual practice, electronic or written records accounts evidencing the Indebtedness and Obligations indebtedness of the Borrower to the Lender resulting from each Loan made by Lender from time to time, under the Facility including without limitation, the amounts of principal and interest payable and paid to the Lender in respect of the Loan. To the extent requested by the Lender, each Tranche of the Loan advanced under the Facility may be evidenced by one or more Notes, in substantially the form of Exhibit B. (b) The Administrative Agent shall maintain, in accordance with its customary and usual practice, (i) a copy of each Assignment and Acceptance delivered to it and (ii) written or electronic records for the recordation of the amount of the Loan and each Tranche outstanding, and the interest rate and the Interest Period applicable thereto, (iii) the amount of any payments received by the Administrative Agent hereunder from the Borrower and (iv) with respect to each Assignment and Acceptance delivered to the Administrative Agent, the name and address of the Assignee, the amount of the Assignee’s commitment and the principal amount owing to such Assignee. The Administrative Agent’s written records described above shall be available for inspection during ordinary business hours by the Borrower or the Lender or Assignee from time to time under this Agreementupon reasonable prior notice to the Administrative Agent. (bc) The entries made in the Administrative Agent’s written or electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (and the “Register”) foregoing accounts shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness indebtedness of the Borrower therein recorded; provided, however, that the failure of the Lender or the Administrative Agent to maintain any such records account or such records, as applicable, or any error therein therein, shall not in any manner affect obligations the validity or enforceability of any obligation of the Borrower to repay any amount of the Loans or Obligations Loan actually made by the Lender in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender The Borrower’s obligations to Borrower that a Note or other evidence repay any amount of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyassigned to a Federal Reserve Bank by the Lender shall, to the extent issued (and not returned requested by the Lender in order to effect such assignment, be evidenced by one or more Notes, in substantially the Borrower for cancellation) hereunder, as form of Exhibit B. Such Note shall be in the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Loan so assigned and stated to mature on the applicable date and bear interest from its date until paid in full on the principal amount of the Loan outstanding thereunder payable at the time such request is made; rates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of in the replacement Notesmanner provided herein.

Evidence of Loans. (a) Lender shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness and Obligations to Lender resulting from each Loan made by Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to Lender from time to time under this Agreement. Lender and Borrower acknowledge and agree that the Existing Advances under the Revolving Facility have been evidenced by certain Revolving Notes dated April 30, 2004 in the aggregate principal amount of Ten Million Dollars ($10,000,000) (the “Existing Revolving Notes”). Lender and Borrower acknowledge and agree that (i) the Existing Revolving Notes shall be cancelled by Lender and returned to Borrower as of the Restatement Date but that the cancellation of the Existing Revolving Notes shall not constitute a novation of the Existing Advances or any other amounts evidenced thereby and (ii) all Advances (including the Existing Advances) shall as of the Restatement Date be evidenced as provided in this Section 2.10(a). (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.10 (the “Register”) shall be prima facie evidence evidence, absent manifest error, of the existence and amounts of the Obligations and Indebtedness therein recorded; provided, provided however, that the failure of Lender to maintain such records or any error therein shall not in any manner affect the joint and several obligations of the Borrower Credit Parties to repay the Loans or Obligations in accordance with their terms. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented supplemented, extended or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) Lender Collateral Agent shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to each Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to this subsection (aF) of this Section 2.7 (the “Register”) maintained by Collateral Agent shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of any Lender to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower Borrowers to repay the Loans or Obligations in accordance with their terms. (c) Lender Collateral Agent will account to Borrower Borrowers monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender Collateral Agent shall be deemed final, binding and conclusive unless Lender Collateral Agent is notified by Borrower Company in writing to the contrary within fifteen (15) calendar days of Receipt receipt of such the applicable accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees The Borrowers agree that: (i) upon written notice by a Lender to Borrower the Borrowers that a Note promissory note (a "Note") or other evidence of Indebtedness indebtedness is requested by such Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, Borrower the Borrowers shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to such Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to such Lender and BorrowerBorrowers, payable to the order of such Lender in a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower Borrowers for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon a Lender’s 's written request, and in any event within three (3) Business Days of any such request, Borrower Borrowers shall execute and deliver to such Lender new Notes and notes and/or divide the Notes notes in exchange for then existing Notes notes in such smaller amounts or denominations as such Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes notes and returned to Borrower the Borrowers within a reasonable period of time after such Lender’s 's receipt of the replacement Notesnotes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its customary and usual practice, electronic or written records accounts evidencing the Indebtedness and Obligations of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreementin respect of Loans. (b) The Administrative Agent shall maintain, on behalf of and as agent for the Borrower, in accordance with its customary and usual practice, (i) a copy of each Assignment and Acceptance delivered to it and (ii) written or electronic records for the recordation of (A) the amount of each Lender's Commitments, (B) the amount of each Loan, whether such Loan is a Revolving Credit Loan, or Term Loan and the interest rate and the Interest Period applicable thereto, (C) the amount of any principal, fees or interest paid, due and payable or to become due and payable from the Borrower to each Lender hereunder, (D) the amount of any payments received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof and (E) the name and address of the Assignee, the amount of the Assignee's Commitment and the principal amount of each Loan owing to each Lender or such Assignee. The Administrative Agent's written records described above shall be available for inspection during ordinary business hours by the Borrower or any Lender or Assignee from time to time upon reasonable prior notice to the Administrative Agent. (c) The entries made in the Administrative Agent's written or electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (and the “Register”) foregoing accounts shall be prima facie evidence of the existence and amounts of the Obligations and Indebtedness of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such records account or such records, as applicable, or any error therein therein, shall not in any manner affect obligations the validity or enforceability of any obligation of the Borrower to repay the Loans or Obligations any Loan actually made by such Lender in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement. The entries in such records relating to assignments shall be conclusive, and in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to records as the contrary within fifteen calendar days owner of Receipt the Loans recorded therein for all purposes of such accounting, which notice shall be deemed an objection only to items specifically objected to thereinthis Agreement. (d) Borrower agrees that: (i) upon written notice The Borrower's obligations to repay any Loan assigned to a Federal Reserve Bank by a Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyshall, to the extent issued (and not returned requested by such Lender in order to effect such assignment, be evidenced by one or more Notes, in substantially the Borrower for cancellation) hereunderform of Exhibit 11.01(d)-1 or Exhibit 11.01(d)-2, as appropriate. Such Note shall be in the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Loan or Loans so assigned and stated to mature on the applicable Commitment Termination Date and bear interest from its date until paid in full on the principal amount of the Loan outstanding thereunder payable at the time such request is made; rates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of in the replacement Notesmanner provided herein.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic maintain an account or written records accounts evidencing the Indebtedness and Obligations to Lender resulting from (i) each Loan made by such Lender to the Borrower from time to time, (ii) any amounts paid other than as Loans by such Lender to or for the account of the Swingline Lender pursuant to Section 2.02(b)(iii) from time to time and (iii) any amounts paid other than as Loans by such Lender to or for the account of the Issuing Lender pursuant to Section 2.03(c) from time to time, including without limitation, in each case the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary. (b) The Administrative Agent shall maintain a register and a subaccount for each Lender, in which register and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each Loan hereunder, (ii) the maximum amount available to be drawn under each outstanding Letter of Credit, (iii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder, (iv) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender's share thereof and (v) the amount of each payment received by the Issuing Lender from the Borrower in reimbursement of any LOC Obligations. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary. (c) The entries made in the electronic or written records accounts, register and subaccounts maintained pursuant to subsection paragraphs (a) and (b) of this Section 2.7 (4.06 shall, to the “Register”) shall extent permitted by applicable law, be prima facie evidence of the existence and amounts of the Obligations and Indebtedness obligations of the Borrower therein recorded; provided, however, -------- ------- that the failure of any Lender or the Administrative Agent to maintain any such records account, such register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their termshereunder. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its usual practice, electronic maintain an account or written records accounts evidencing the Indebtedness and Obligations to Lender resulting from (i) each Loan made by such Lender to the Borrowers from time to time, (ii) any amounts paid other than as Loans by such Lender to or for the account of the Swingline Lender pursuant to Section 2.02(b)(iii) from time to time and (iii) any amounts paid other than as Loans by such Lender to or for the account of the Issuing Lender pursuant to Section 2.03(c) from time to time, including without limitation, in each case the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary. (b) The Administrative Agent shall maintain a register and a subaccount for each Lender, in which register and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each Loan hereunder, (ii) the maximum amount available to be drawn under each outstanding Letter of Credit, (iii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder, (iv) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrowers and each Lender's share thereof and (v) the amount of each payment received by the Issuing Lender from the Borrowers in reimbursement of any LOC Obligations. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary. (c) The entries made in the electronic or written records accounts, register and subaccounts maintained pursuant to subsection Sections 4.06(a) and (ab) of this Section 2.7 (shall, to the “Register”) shall extent permitted by applicable law, be prima facie evidence of the existence and amounts of the Obligations and Indebtedness obligations of the Borrowers therein recorded; provided, however, that the -------- ------- failure of any Lender or the Administrative Agent to maintain any such records account, such register or such subaccount, as applicable, or any error therein therein, shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their termsBorrowers hereunder. (c) Lender will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to the contrary within fifteen calendar days of Receipt of such accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) Borrower agrees that: (i) upon written notice by Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of the replacement Notes.

Evidence of Loans. (a) Lender Agent shall maintain, in accordance with its usual practice, electronic or written records evidencing the Indebtedness indebtedness and Obligations obligations to each Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (b) The entries made in the electronic or written records maintained pursuant to subsection (a) of this Section 2.7 2.19 (the “"Register”") shall be prima facie evidence of the existence and amounts of the Obligations obligations and Indebtedness indebtedness therein recorded; provided, however, that the failure of Lender the Agent to maintain such records or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or Obligations in accordance with their terms. (c) Lender Agent will account to Borrower monthly with a statement of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement, and in the absence of manifest error, such accounting rendered by Lender Agent shall be deemed final, binding and conclusive unless Lender Agent is notified by Borrower in writing to the contrary within fifteen (15) calendar days of Receipt of such each accounting, which notice shall be deemed an objection only to items specifically objected to therein. (d) The Borrower agrees that: (i) upon written notice by any Lender to the Borrower that a Note promissory note or other evidence of Indebtedness indebtedness is requested by such Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, such Lender, the Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to such Lender an appropriate Note promissory note or Notes notes in form and substance reasonably acceptable to such Lender and Borrower, payable to the order of such Lender or in a principal amount equal to the amount of the Loans owing or payable to such Lender; (ii) all references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued (and not returned to the Borrower for cancellation) hereunder, as the same may be amended, modified, divided, supplemented or and/or restated from time to time; and (iii) upon any Lender’s 's written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to such Lender new Notes and and/or divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as such Lender shall specify in its sole and absolute discretion; provided, that, that the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes outstanding at the time such request is made; and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to the Borrower within a reasonable period of time after such Lender’s 's receipt of the replacement Notes.

Evidence of Loans. (a) Each Lender shall maintain, in accordance with its customary and usual practice, electronic or written records accounts evidencing the Indebtedness and Obligations indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including without limitation, the amounts of principal and interest payable and paid to such Lender from time to time in respect of Loans. To the extent requested by any Lender, each Loan made under this AgreementAgreement may be evidenced by one or more Notes, in substantially the form of Exhibit C-1 or Exhibit C-2, as applicable. (b) The Administrative Agent shall maintain, in accordance with its customary and usual practice, (i) a copy of each Assignment and Acceptance delivered to it and (ii) written or electronic records for the recordation of (A) the amount of each Lender's Commitments, (B) the amount of each Loan, whether such Loan is a Loan and the interest rate and the Interest Period applicable thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (D) the amount of any payments received by the Administrative Agent hereunder from the Borrower and each Xxxxxx's share thereof and (E) with respect to each Assignment and Acceptance delivered to the Administrative Agent, the name and address of the Assignee, the amount of the Assignee's Commitment and the principal amount of each Loan owing to such Assignee. The Administrative Agent's written records described above shall be available for inspection during ordinary business hours by the Borrower or any Lender or Assignee from time to time upon reasonable prior notice to the Administrative Agent. (c) The entries made in the Administrative Agent's written or electronic or written records maintained pursuant to subsection (a) of this Section 2.7 (and the “Register”) foregoing accounts shall be prima facie PRIMA FACIE evidence of the existence and amounts of the Obligations and Indebtedness indebtedness of the Borrower therein recorded; providedPROVIDED, howeverHOWEVER, that the failure of any Lender or the Administrative Agent to maintain any such records account or such records, as applicable, or any error therein therein, shall not in any manner affect obligations the validity or enforceability of any obligation of the Borrower to repay the Loans or Obligations any Loan actually made by such Lender in accordance with their terms. (c) Lender will account to Borrower monthly with a statement the terms of Advances under the Revolving Facility, and any charges and payments made pursuant to this Agreement. The entries in such records relating to assignments shall be conclusive, and in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in such accounting rendered by Lender shall be deemed final, binding and conclusive unless Lender is notified by Borrower in writing to records as the contrary within fifteen calendar days owner of Receipt the Loans recorded therein for all purposes of such accounting, which notice shall be deemed an objection only to items specifically objected to thereinthis Agreement. (d) Borrower agrees that: (i) upon written notice The Borrower's obligations to repay any Loan assigned to a Federal Reserve Bank by a Lender to Borrower that a Note or other evidence of Indebtedness is requested by Lender to evidence the Loans and other Obligations owing or payable to, or to be made by, Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and deliver to Lender an appropriate Note or Notes in form and substance reasonably acceptable to Lender and Borrower; (ii) all references to Notes in the Loan Documents shall mean Notes, if anyshall, to the extent issued (and not returned requested by such Lender in order to effect such assignment, be evidenced by one or more Notes, in substantially the Borrower for cancellation) hereunderform of EXHIBIT C-1 or EXHIBIT C-2, as applicable. Such Note shall be in the same may be amended, modified, divided, supplemented or restated from time to time; and (iii) upon Lender’s written request, and in any event within three (3) Business Days of any such request, Borrower shall execute and deliver to Lender new Notes and divide the Notes in exchange for then existing Notes in such smaller amounts or denominations as Lender shall specify in its sole and absolute discretion; provided, that, the aggregate principal amount of such new Notes shall not exceed the aggregate principal amount of the Notes Loan or Loans so assigned and stated to mature on the applicable Commitment Termination Date and bear interest from its date until paid in full on the principal amount of the Loan outstanding thereunder payable at the time such request is made; rates and provided, further, that such Notes that are to be replaced shall then be deemed no longer outstanding hereunder and replaced by such new Notes and returned to Borrower within a reasonable period of time after Lender’s receipt of in the replacement Notesmanner provided herein.