Common use of Loan Account and Accounting Clause in Contracts

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loans, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Agent shall render to Borrowers a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) days of receipt thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the Lender has elected to dispense with the issuance of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: the Loansall Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's ’s duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) . A transfer of the Notes, or any interest therein, is effective only if the transferee is recorded on records of Agent, which shall be deemed for this purpose to be acting as on behalf of Borrowers. If requested in writing by the Borrower Representative (due to a non-fiduciary agent written request for the information from the IRS), Agent will provide the name of the Borrowers solely for tax purposes transferee (and solely with respect its address, if known) to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the ObligationsRepresentative. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loansall Advances and payments made under Letter of Credit Obligations, all payments made by a Borrower, Borrower and all other appropriate debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. Borrower shall pay all Obligations as such amounts become due or are declared due pursuant to the terms of this Agreement. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, shall be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that provided, that, any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty obligations to pay the Obligations. Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to under the Loans Loans, setting forth the balance of the Loan Account for Account. Each and every such accounting shall (absent manifest error) be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein, unless Borrower, within thirty (30) days after the immediately preceding month. Unless Borrowers date any such accounting is rendered, shall notify Agent in writing of any objection which Borrower may have to any such accounting (specifically accounting, describing the basis for such objection)objection with specificity. In that event, within forty-five (45) days of receipt thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to Agent's determination, based upon the contraryfacts available, the Lender has elected to dispense with the issuance of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any item objected to by Borrower in such interestnotice shall be presumptively correct, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it unless Borrower shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and further object to such Loans shall be transferable only upon notation determination within a reasonable period of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Codetime thereafter. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Administrative Agent shall maintain a loan account or loan accounts (the "Revolver Loan Account") on its books to record: the Loansall Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans Revolving Loan or any other Revolving Obligations. All entries in the Revolver Loan Account shall be made in accordance with Administrative Agent's customary accounting practices as in effect from time to time. The balance in the Revolver Loan Account, as recorded on Administrative Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Administrative Agent and Revolving Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's duty to pay the Revolving Obligations. Administrative Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Revolving Loans setting forth the balance of the Revolver Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Revolving Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Revolving Notes to that Revolving Lender and shall may rely on the Revolver Loan Account as evidence of the amount of Revolving Obligations from time to time owing to it. Similarly, Term Agent shall maintain a loan account (the "Term Loan Account") on its books to record: the Term Loan, all payments made by Borrowers, and all other debits and credits as provided in this Agreement with respect to the Term Loans or any other Term Obligations. All entries in the Term Loan Account shall be made in accordance with Term Agent's customary accounting practices as in effect from time to time. The balance in the Term Loan Account, as recorded on Term Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Term Agent and Term Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower's duty to pay the Term Obligations. Term Agent shall render to Borrower Representative a monthly accounting of transactions with respect to the Term Loans setting forth the balance of the Term Loan Account as to each Borrower for the immediately preceding month. Unless Borrower Representative notifies Term Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within thirty (30) days after the date thereof, each and every such accounting shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by Borrowers. Notwithstanding any provision herein contained to the contrary, any Term Lender may elect (which election may be revoked) to dispense with the issuance of Term Notes to that Term Lender and may rely on the Term Loan Account as evidence of the amount of Term Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent Lender shall maintain a loan account or loan accounts --------------------------- (the "Loan Account") on its books to record: the Loansall Advances, all payments made by a Borrower------------- Borrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with AgentLender's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on AgentLender's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders Lender by each Borrower; provided that any failure to so record or any error in so -------- recording shall not limit or otherwise affect a any Borrower's duty to pay the Obligations. Agent Lender shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Agent Borrower Representative notifies Lender in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) 30 days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes a Note to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: all Revolving Credit Advances, Swing Line Advances, Letters of Credit, the LoansTerm Loan B and the Term Loan A, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's ’s duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account and for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on the applicable Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrowerthe applicable Borrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the applicable Loan Account as evidence of the amount of the applicable Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent . Regardless of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (whether any Note or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the LoansNotes are issued, each of their obligations under this Agreement Borrower promises to participate in each Loan, pay the Obligations as and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligationswhen due. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loans, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Agent shall render to Borrowers a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) days of receipt thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the Lender has elected to dispense with the issuance of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 1.11(c) and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan AccountTERM LOAN ACCOUNT") on its books to record: record the LoansTerm Loan, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any Term Loan. Revolving Credit Agent shall maintain a loan account (the "REVOLVING LOAN ACCOUNT"; the Term Loan Account and the Revolving Loan Account collectively the "LOAN ACCOUNT") on its books to record all Advances, all payments made to Borrowers, and all other Obligationsdebits to credits as provided in this Agreement with respect to the Revolving Loan. All entries in the Loan Account shall be made in accordance with Agent's or Revolving Credit Agent's (as applicable) customary accounting accounting, practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's or Revolving Credit Agent's (as applicable) most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent, Revolving Credit Agent and Lenders by each BorrowerBorrowers; provided PROVIDED that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's Borrowers' duty to pay the Obligations. Upon written request by Borrower Representative to Agent or Revolving Credit Agent (as applicable), Agent or Revolving Credit Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account as to Borrowers for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent or Revolving Credit Agent (as applicable) in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) 30 days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: the Loansall Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each BorrowerBorrowers; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's Borrowers’ duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five sixty (4560) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes a Note to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as . Each Borrower shall at all times be deemed to be primarily liable for a non-fiduciary agent portion of the Borrowers solely for tax purposes aggregate outstanding balance of the Revolving Loan and solely with respect any other Obligations that is equivalent to the actions described in this Section 1.11(b)percentage of such Borrower’s share of the Borrowing Base as reflected on the most recently delivered Borrowing Base certificate. Notwithstanding the foregoing, shall establish each Borrower hereby agrees that such Borrower is jointly and maintain at its address referred severally liable for, and hereby absolutely and unconditionally guarantees to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in respective successors and to such Loans shall be transferable only upon notation of such transfer in assigns, the Register full and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are prompt payment (whether at all times maintained in “registered form” within the meaning of Sections 163(f)stated maturity, 871(h)(2by acceleration or otherwise) and 881(c)(2) of the Revenue Code. (d) The Credit Partiesperformance of, all Obligations owed or hereafter owing to Agent and the Lenders shall treat by each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by AgentBorrower.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: all Advances and the LoansTerm Loan, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent . Each Borrower agrees and acknowledges that the present structure of the Borrowers solely for tax purposes and solely with respect to the actions described credit facilities detailed in this Section 1.11(b), shall establish Agreement is based in part upon the financial and maintain at its address referred other information presently known to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat regarding each Person whose name is recorded in Borrower, the Register as a Lender for all purposes organizational structure of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, and the present financial condition of each Borrower. Each Borrower hereby agrees that Agent or such Lender during normal business hours and shall have the right, in its sole credit judgment exercisable from time to time upon at least one Business Day’s prior notice. No Lender shallin its sole discretion, to require that any or all of the following changes be made to these credit facilities during any Separate Borrowing Base Period: (i) establish a separate Borrowing Base for each Borrower; (ii) require Revolving Credit Advances, Swing Line Advances and Letter of Credit Obligations to be available on a Borrower-by-Borrower basis to each individual Borrower based on such Borrower's availability under its own separate Borrowing Base, (iii) restrict loans and advances between Borrowers, (iv) establish separate lockbox and dominion accounts for each Borrower, and (v) establish such other procedures as shall be deemed by Agent in its reasonable discretion to be useful in tracking where Loans and Letter of Credit Obligations (and the benefit thereof) are made under this Agreement and the source of payments received by Agent and the Lenders on such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by AgentLoans and Letter of Credit Obligations.

Loan Account and Accounting. (a) Agent Lender shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: the Loansall Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans Revolving Loan or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's Lender’s customary accounting practices as in effect from time to time. The Subject to the Borrowers’ right to object in accordance with the terms and conditions set forth below, the balance in the Loan Account, as recorded on Agent's Lender’s most recent printout or other written statementstatement (which printout or statement shall be delivered to Borrower Representative upon its reasonable request), shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders Lender by each Borrower; provided provided, that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's ’s duty to pay the Obligations. Agent Lender shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans Revolving Loan setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Agent Borrower Representative notifies Lender in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) 30 days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Note to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loansall Advances, all payments made by a Borrowers and each Specified Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by Borrower and each Specified Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's or Specified Borrower's duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding monthas to each Borrower and Specified Borrower. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive upon Borrowers and Specified Borrower in all respects as to all matters reflected therein. At Agent's option, Agent may provide statements on a computerized storage and retrieval medium or by electronically transmitting the information or allowing Borrower Representative computer access. Electronically transmitted or accessed information shall be deemed received by Borrower Representative when it is available to be accessed by Borrower Representative. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers or Specified Borrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: the Loansall Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's ’s duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five sixty (4560) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(bsubsection 1.12(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the BorrowersBorrower Representative) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent Agent, each Lender and each Lender L/C Issuer in the LoansRevolving Loans , L/C Reimbursement Obligations, and Letter of Credit Obligations, each of their obligations under this Agreement to participate in each LoanRevolving Credit Advance, Letter of Credit, Letter of Credit Obligations, and L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 11.10Sections 9.1 and 1.16(d), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (56) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Credit Advances, the corresponding obligations to participate in Letter of Credit Obligations) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 1.12 and Section 9.9 9.1 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent Agent, the Lenders and the Lenders L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrowers, Agent the Borrower Representative, Agent, such Lender or such Lender L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by Agent.

Loan Account and Accounting. (aAdministrative Agent, acting as agent for Lenders and solely for the purpose of Treasury Regulation Section 5f.103-1(c) Agent under this Section 1.12, shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loansall Advances, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations, and Borrower and Administrative Agent shall treat each Lender whose name is entered in the Loan Account as a Lender for all purposes hereunder, and amounts due and owing to Administrative Agent and Lenders by Borrower will be paid only to those Lenders entered in the Loan Account as such. All entries in the Loan Account shall be made in accordance with Administrative Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Administrative Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Administrative Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Administrative Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower notifies Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five sixty (4560) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error, ) be presumptive evidence of as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to itLender. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loansall Revolving Credit Advances, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Revolving Loans or any other Obligations, and Borrowers and Agent shall treat each Person whose name is entered in the Loan Account as a Lender as such for all purposes hereunder, and amounts due and owing to Agent and Lenders by Borrowers will be paid only to those Persons entered in the Loan Account as such. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a any Borrower's duty to pay the Obligations. Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Revolving Loans setting forth the balance of the Loan Account as to each Borrower for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Revolving Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (aAdministrative Agent, acting as agent for Lenders and solely for the purpose of Treasury Regulation Section 5f.103-1(c) Agent under this Section 1.12, shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loansall Advances, all Synthetic Loan Credit-Linked Deposits, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations, and Borrower and Administrative Agent shall treat each Lender whose name is entered in the Loan Account as a Lender for all purposes hereunder, and amounts due and owing to Administrative Agent and Lenders by Borrower will be paid only to those Lenders entered in the Loan Account as such. All entries in the Loan Account shall be made in accordance with Administrative Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Administrative Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Administrative Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Administrative Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower notifies Administrative Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five sixty (4560) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error, ) be presumptive evidence of as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to itLender. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: all Advances, all Letters of Credit, all Letter of Credit Obligations, all participations in the LoansLetter of Credit Obligations, the amount of the reimbursement obligations of the Borrower for each drawing made under a Letter of Credit, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's ’s duty to pay the Obligations. Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain maintain, in its offices located in Bethesda, Maryland, a loan account or loan accounts (the "Loan AccountLOAN ACCOUNT") on its books to record: the LoansLoan, all payments made by a BorrowerBorrowers, and all other debits and credits as provided in this Agreement with respect to the Loans Loan or any other ObligationsIndebtedness. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each BorrowerBorrowers; provided provided, that any failure to so record or any error in so recording shall not limit limit, increase or otherwise affect a any Borrower's duty to pay the ObligationsIndebtedness. Not more than five (5) Business Days after the end of each month, Agent shall render to Borrowers Borrower Representative a monthly accounting of transactions with respect to the Loans Loan setting forth each transaction or other entry and the balance of the Loan Account as to Borrowers for the immediately preceding month. Unless Borrowers notify Borrower Representative notifies Agent in writing of any objection to any such accounting (specifically describing in reasonable detail the basis for such objection), within forty-five (45) 30 days after Borrowers' receipt of receipt thereofsuch monthly accounting, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive on Borrowers in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes a Note to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations Indebtedness from time to time owing to it. (b) Agent, acting . EXECUTED as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect date first written above. LENDERS: GECC: GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation By: /s/ Xxxx Xxxxx ---------------------------------- Name: Xxxx Xxxxx Title: Vice President MLC: XXXXXXX XXXXX CAPITAL, a Division of Xxxxxxx Xxxxx Business Financial Services Inc., a Delaware corporation By: /s/ Xxxxx Xxxxxxxx ---------------------------------- Name: Xxxxx Xxxxxxxx Title: Vice President Signature Page to the actions described in this Section 1.11(b)Loan Agreement BORROWERS: FIT NBA CYPRESS VILLAGE LLC, shall establish and maintain at a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: VP FIT NBA FOXWOOD SPRINGS LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: VP Signature Page to Loan Agreement FIT NBA KANSAS CHRISTIAN LLC, a Delaware limited liability company, By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: VP FIT NBA XXXXXX LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: VP FIT NBA SKYLINE LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: VP Signature Page to Loan Agreement FIT NBA PATRIOT HEIGHTS LP, a Delaware limited liability company By: FIT NBA Patriot Heights GP Inc., a Delaware corporation, its address referred general partner By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: VP FIT NBA XXXXX RUN LP, a Delaware limited liability company, By: FIT NBA Xxxxx Run GP Inc., a Delaware corporation, its general partner By: /s/ Xxxxxxx X. Xxxxxxx ------------------------------ Name: Xxxxxxx X. Xxxxxxx Title: VP Signature Page to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) Loan Agreement AGENT: GENERAL ELECTRIC CAPITAL CORPORATION, a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.Delaware corporation By: /s/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: Vice President THE PROJECTS Borrower: FIT NBA Xxxxx Run LP

Loan Account and Accounting. (a) Agent The Lender shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: record the Term Loans, all payments made by a Borrowerthe Borrower with respect to the Term Loans, and all other debits and credits as provided in this Agreement with respect to the Term Loans or any other ObligationsObligations with respect to the Term Loans. All entries in the Loan Account shall be made in accordance with Agent's the Lender’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's the Lender’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders the Lender by each the Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a the Borrower's ’s duty to pay the ObligationsObligations with respect to the Term Loans. Agent If requested by the Borrower or the Issuing Bank, the Lender shall render to Borrowers a monthly accounting of transactions with respect to the Term Loans setting forth the balance of the Loan Account for the immediately preceding month. The Lender may elect, by notice to the Notice Parties, to have any Term Loans be evidenced by a Note issued to the Lender. If no such Note is requested, the Lender may rely on the Loan Account as evidence of the amount of Obligations with respect to the Term Loan from time to time owing to it. Unless Borrowers notify Agent the Borrower notifies the Notice Parties in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a the Borrower. Notwithstanding any provision herein contained to the contrary, the Lender has elected to dispense with the issuance of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Term Loan Account") on its books to record: record the LoansTerm Loan, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any Term Loan. Revolving Credit Agent shall maintain a loan account (the "Revolving Loan Account"; the Term Loan Account and the Revolving Loan Account collectively the "Loan Account") on its books to record all Advances, all payments made to Borrower, and all other Obligationsdebits to credits as provided in this Agreement with respect to the Revolving Loan. All entries in the Loan Account shall be made in accordance with Agent's or Revolving Credit Agent's (as applicable) customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's or Revolving Credit Agent's (as applicable) most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent, Revolving Credit Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Upon written request by Borrower to Agent or Revolving Credit Agent (as applicable), Agent or Revolving Credit Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding monthAccount. Unless Borrowers notify Borrower notifies Agent or Revolving Credit Agent (as applicable) in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five ninety (4590) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein. Only Absent manifest error, only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Administrative Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: the Loans, (a) all Revolving Credit Advances and Term Loan C advances; (b) all payments made by a each Borrower, and (c) all other appropriate debits and credits as provided in this Agreement with respect to the Loans Revolving Credit Loan and Term Loan C or any other Obligations. All entries in the Loan Account shall be made in accordance with Administrative Agent's customary accounting practices as in effect from time to time. Each Borrower shall pay all of its Obligations as such amounts become due or are declared due pursuant to the terms of this Agreement. The balance in the Loan Account, as recorded on Administrative Agent's most recent printout or other written statement, shall, absent manifest error, shall be presumptive evidence of the amounts due and owing to Administrative Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a such Borrower's duty obligations to pay the its Obligations. Administrative Agent shall render to Borrowers US Borrower a monthly accounting of transactions with respect to under the Loans Revolving Credit Loan and Term Loan C setting forth the balance of the Loan Account for Account. Each and every such accounting shall (absent manifest error) be deemed final, binding and conclusive upon each Borrower in all respects as to all matters reflected therein, unless US Borrower, within thirty (30) days after the immediately preceding month. Unless Borrowers date any such accounting is rendered, shall notify Administrative Agent in writing of any objection which Borrowers may have to any such accounting (specifically accounting, describing the basis for such objection)objection with specificity. In that event, within forty-five (45) days of receipt thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only only those items expressly objected to in such notice shall be deemed to be disputed by a BorrowerBorrowers. Notwithstanding any provision herein contained to Administrative Agent's determination, based upon the contraryfacts available, the Lender has elected to dispense with the issuance of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant item objected to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, Borrowers in such capacitynotice shall (absent manifest error) be final, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agentbinding and conclusive on Borrowers.

Loan Account and Accounting. (a) Agent Agent, as agent for Borrower solely for the purposes of this Section and Section 1.12(b), shall maintain a loan account or loan accounts (the "Loan Account") on its books which shall show from time to record: the Loanstime with respect to each Lender all Advances, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations, in each case, including the principal thereof and the interest thereon. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, absent manifest error, shall be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) AgentFailure to make the recording described in the first sentence of Section 1.12(a), acting as a non-fiduciary agent or any error in such recording, shall not affect Borrower's obligations in respect of the Borrowers solely for tax purposes Obligations. With respect to any Lender, the assignment of all or part of the Commitments of such Lender and solely the rights to all or part of the principal of, and interest on, any Obligation (i) shall not be effective until such assignment is recorded on the Loan Account maintained by Agent with respect to ownership of such Commitments and Obligations and until the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto requirements pursuant to Section 11.101.16(d) or 9.1 are met and (ii) prior to such recordation and other requirements being met shall remain owing to the transferor. The registration of assignment of all or part of any Commitments and Obligations shall be recorded by Agent on the Loan Account only upon the receipt by Agent of a properly executed and delivered Assignment Agreement pursuant to Section 9. 1. Borrower agrees to indemnify Agent from and against any and all losses, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Agent in performing its duties under the first sentence of Section 1.12(a) and this Section 1.12(b), (2) the Commitments of each Lenderunless such losses, (3) the amount of each Loan claims, damages and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans liabilities are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access caused by the Borrowers, Agent gross negligence or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by willful misconduct of Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books (such Loan Account shall be for accounting purposes only and shall not be a bank account) to record: the Loans(a) all Advances, (b) all payments made by a Borrower, and (c) all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, shall be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided provided, that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Agent shall render to Borrowers Borrower a monthly periodic accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding monthAccount. Unless Borrowers notify Borrower notifies Agent in writing of any objection to any such accounting account (specifically describing the basis for such objection), within forty-five ninety (4590) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive upon Borrower in all respects as to all matters reflected thereintherein unless Borrower, within ninety (90) days after the date any such accounting is rendered, shall notify Agent in writing of any objection which Borrower may have to any such accounting, describing the basis for such objection with specificity. Only In that event, only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding Agent's determination, based upon the facts available, of any provision herein contained item objected to the contraryby Borrower in such notice shall (absent manifest error) be final, the Lender has elected binding and conclusive on Borrower, unless Borrower shall, at Borrower's expense, request Agent's independent auditor to dispense with the issuance resolve such objection within thirty (30) days following Agent's notification to Borrower of notes to that Lender and shall rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agentsuch determination, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register event the resolution by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans Agent's independent auditor shall be transferable only upon notation of such transfer in the Register final, conclusive and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Codebinding. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Each of Agent and Revolving Credit Agent --------------------------- shall maintain a loan account or loan accounts (the each, a "Loan Account") on its books to record: ------------ all Revolving Credit Advances (in the Loanscase of the Revolving Credit Agent) and all Term Loan Advances (in the case of the Agent), all payments made to it by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the a Loan Account shall be made in accordance with Agent's or Revolving Credit Agent's, as the case may be, customary accounting practices as in effect from time to time. The balance in the Loan AccountAccounts, as recorded on Agent's and Revolving Credit Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent, Revolving Credit Agent and Lenders by each Borrower; provided that any failure to so record or -------- any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Each of Agent and Revolving Credit Agent shall render to Borrowers Borrower, and to each other, a monthly accounting of transactions with respect to the Loans setting forth the balance of the applicable Loan Account for the immediately preceding monthAccount. Unless Borrowers notify Borrower notifies Agent or Revolving Credit Agent, as applicable, in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five thirty (4530) days of receipt after the date thereof, each and every such accounting shall, shall (absent manifest error) be deemed final, be presumptive evidence of binding and conclusive upon Borrower in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Agent's or Revolving Credit Agent's, as applicable, determination, based upon the facts available, of any disputed item shall (absent manifest error) be final, binding and conclusive on Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account Accounts as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "Loan Account") on its books to record: all Advances and the Term Loans, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's duty to pay the Obligations. Agent shall render to Borrowers a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) days of receipt thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers solely for tax purposes and solely with respect to the actions described in this Section 1.11(b), shall establish and maintain at its address referred to in Section 11.10 (or at such other address as Agent may notify the Borrowers) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent Agent, each Lender and each Lender L/C Issuer in the Loans, L/C Reimbursement Obligations, and Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Loan, Letter of Credit, Letter of Credit Obligations, and L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Section 11.10), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Rate Loans, the LIBOR Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (56) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in Letter of Credit Obligations and Swing Loans) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue Code. (d) The Credit Parties, Agent Agent, the Lenders and the Lenders L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrowers, Agent Agent, such Lender or such Lender L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by Agent.

Loan Account and Accounting. (a) Agent shall maintain a loan account or loan accounts (the "“Loan Account"”) on its books to record: all Advances and the LoansTerm Loan, all payments made by a Borrower, and all other debits and credits as provided in this Agreement with respect to the Loans or any other Obligations. All entries in the Loan Account shall be made in accordance with Agent's ’s customary accounting practices as in effect from time to time. The balance in the Loan Account, as recorded on Agent's ’s most recent printout or other written statement, shall, absent manifest error, be presumptive evidence of the amounts due and owing to Agent and Lenders by each Borrower; provided that any failure to so record or any error in so recording shall not limit or otherwise affect a Borrower's ’s duty to pay the Obligations. Agent shall render to Borrowers Borrower a monthly accounting of transactions with respect to the Loans setting forth the balance of the Loan Account for the immediately preceding month. Unless Borrowers notify Borrower notifies Agent in writing of any objection to any such accounting (specifically describing the basis for such objection), within forty-five (45) 30 days of receipt after the date thereof, each and every such accounting shall, absent manifest error, be presumptive evidence of deemed final, binding and conclusive on Borrower in all respects as to all matters reflected therein. Only those items expressly objected to in such notice shall be deemed to be disputed by a Borrower. Notwithstanding any provision herein contained to the contrary, the any Lender has elected may elect (which election may be revoked) to dispense with the issuance of notes Notes to that Lender and shall may rely on the Loan Account as evidence of the amount of Obligations from time to time owing to it. (b) Agent, acting as a non-fiduciary agent of the Borrowers Borrower solely for tax purposes and solely with respect to the actions described in this Section 1.11(b1.12(b), shall establish and maintain at its address referred to in Section 11.10 Annex I (or at such other address as Agent may notify the BorrowersBorrower) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent and each Lender in the Term Loans, the Revolving Loans and the Swing Loans, each of their obligations under this Agreement to participate in each Loan, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.10Sections 9.1 and 1.16(d)), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) aboveabove and, and for LIBOR Loans, the LIBOR Period applicable thereto, (4) the amount of any principal or interest due and payable or paid and (5) any other payment received by Agent from a Borrower or other Credit Party and its application to the Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans) are registered obligations, the right, title and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 1.12 and Section 9.9 9.1 shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Revenue CodeIRC. (d) The Credit Parties, Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement. Information contained in the Register with respect to any Lender shall be available for access by the Borrowers, Agent or such Lender during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender unless otherwise agreed by Agent.