Common use of Loan Accounts Clause in Contracts

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum). Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers to endorse its Note(s) and each Lender's record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or Issuerthe Issuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer Issuing Lender and each Lender shall be conclusive (absent manifest error of error) as to the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans any Loan or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender may, instead of one or more Notes in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the L/C Issuer shall be evidenced by one or more accounts or records maintained by such Lender or L/C Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the L/C Issuer and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Holdings and the Letters of Credit Issued for the account of the CompanyHoldings, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Holdings hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower Holdings with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Holdings to endorse its Note(s) ), and each Lender's ’s record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower Holdings hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender the Lenders and the Letters of Credit Issued by the any Letter of Credit Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, Administrative Agent in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender Administrative Agent shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower and the Letters of Credit Issued for the account of the CompanyBorrower hereunder, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender, the Loans made by such Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by one or more Notes payable to the applicable Offshore Currency Addendum)order of each Lender. Each Lender may, instead of or in addition is hereby authorized to maintaining a loan account, endorse on the schedule annexed to its Note(s) record the date, amount amount, Type, interest rate and duration of Interest Period (if applicable) and maturity of each Loan made by it such Lender and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each such Lender's record records shall be conclusive absent manifest error; provided, however, that the failure of a any Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such the related Lender. (c) Subject to the terms and conditions of this Agreement and the right of any Lender to approve or disapprove any request for a Loan hereunder in its sole discretion, prior to the Expiration Date the Borrower may borrow, repay and reborrow Loans up to the Maximum Availability Amount on a revolving basis.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuer, as the case may be, and by Administrative Agent in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuer Administrative Agent and each Lender shall shall, absent manifest error, be conclusive absent manifest error of the amount amounts of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the Company, Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower's obligations hereunder to pay any amount owing with respect to the Loans. Notes. The Loans or any Letter of Credit. (b) Each Borrower shall issue to made by each Lender notes ("Notes") shall be evidenced by a Note payable to evidence the order of such Lender in an amount equal to such Lender's Pro Rata Share of the Maximum Commitment Amount on the Closing Date. In addition, the Swing Loans (which shall made by the Swing Line Lender may be substantially evidenced by a Note payable to the order of the Swing Line Lender in the form maximum amount of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum)$25,000,000. Each Lender may, instead of or in addition to maintaining a loan account, may endorse on the any schedule annexed to its Note(s) the date, amount and maturity of each Loan made by that it makes (which shall not include undrawn amounts on outstanding Letters of Credit, but shall include the amounts of any drawings on outstanding Letters of Credit), and the amount of each payment of principal made by a that Borrower makes with respect thereto. Each such Borrower irrevocably authorizes each Lender is irrevocably authorized by the Borrowers to endorse its Note(s) ), and each such Lender's record shall be conclusive absent manifest error; provided, however, that the any Lender's failure of a Lender to make, or an its error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the Borrower's obligations of any Borrower to such Lender hereunder or under any such Note to such Lenderits Note(s).

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent and such Lender or Issuerthe Issuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Administrative Agent and each Lender or the Issuing Lender, as the case may be, shall be conclusive (absent manifest error of error) as to the amount of the Loans made by the Lenders to the Borrowers each Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder either Borrower to pay any amount owing by such Borrower with respect to the Loans any Loan or any Letter of Credit. (b) Each Upon the request of any Lender made through the Administrative Agent, the Loans made by such Lender to a Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender may, instead of or a Note issued by such Borrower in addition to maintaining a loan account, . Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the applicable Note the date, amount and maturity of each Loan made by it the applicable Borrower and the amount of each payment of principal made by a such Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers applicable Borrower to endorse its Note(s) the Note issued by such Borrower to such Lender and each Lender's record shall be conclusive absent manifest error; provided, however, PROVIDED that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any the Note issued by such Note Borrower to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the L/C Issuer shall be evidenced by one or more accounts or records maintained by such Lender or L/C Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the L/C Issuer and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Holdings and the Letters of Credit Issued for the account of the CompanyHoldings, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Holdings hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower Holdings with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Holdings to endorse its Note(s) and each Lender's ’s record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower Holdings hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer each Issuing Lender and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it evidenced thereby and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans and Special Facility Advances made by each Lender and the Letters of Credit Issued and the Acceptances created by the Issuer Fronting Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or IssuerFronting Lender, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Administrative Agent, the Issuer Fronting Lender and each Lender shall be conclusive absent manifest clearly demonstrable error of the amount of the Loans made and Special Facility Obligations extended by the Lenders to the Borrowers and the Letters of Credit Issued or for the account of the Company, Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Creditand Special Facility Obligations. (b) Each Borrower shall issue Upon the request of any Lender made through the Administrative Agent, solely to each facilitate the pledge or assignment of its Loans to any Federal Reserve Bank pursuant to Section 11.8(g), the Loans made by such Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender is irrevocably authorized by the Borrower to endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made made, continued or converted by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers to endorse its Note(s) and each Lender's record shall be conclusive absent manifest clearly demonstrable error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Bank shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuer, as the case may be, Bank in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuer Agent and each Lender Bank shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders Banks to the Borrowers and the Letters of Credit Issued for the account of the Company, and the interest and principal payments thereonthereof. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans or Loans. In case of a discrepancy between the entries in the Agent's books and any Letter of CreditBank's books, such Bank's books shall be rebuttably presumptively correct. (b) Each Borrower shall issue to each Lender notes ("Notes") to evidence Upon the request of any Bank made through the Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Bank may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Bank shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Borrowers with respect thereto. Each such Lender Bank is irrevocably authorized by the Borrowers to so endorse its Note(s) and each LenderBank's record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the Loans made by such Bank to the Borrowers and the interest and principal payments thereof; provided, however, that the failure of a Lender Bank to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Borrowers hereunder or under any such Note to pay any amount owing with respect to the Loans made by such LenderBank. Any Note issued to an Increasing Bank to evidence an Acquired Portion for which a Note was previously issued shall state that it is an amended and restated Note given in renewal of the applicable previously issued Note or Notes. (c) Each Bank represents that at no time shall any part of the funds used to make any Loan constitute, or deemed under ERISA, the Code or any other applicable law, or any ruling or regulation issued thereunder, or any court decision, to constitute, the assets of any employee benefit plan (as defined in section 3(3) of ERISA) or any plan (as defined in section 4975(e)(1) of the Code).

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Bank, as the case may be, in the ordinary course of business. The Agent shall maintain the Register in accordance with Section 11.08(b). The accounts or records maintained by the Agent, the Issuer Issuing Bank and each Lender shall be conclusive absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the Borrowers Borrower, and the Letters of Credit Issued for the account of the CompanyBorrower, and the interest and payments thereon. In the event of any conflict between the accounts and records maintained by any Xxxxxx and the Register, the Register shall control absent manifest error. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender shall record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse make such recordations on its Note(s) and each Lender's ’s record shall be conclusive absent manifest errordeemed prima facie correct; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the obligations ------------- of the Loan Parties in respect of the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or Issuerthe Issuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, each Lender and the Issuer and each Issuing Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers and the obligations of the Loan Parties in respect of the Letters of Credit Issued for the account of the CompanyLoan Parties, and the interest and payments thereon. Any failure so to record or any error in doing so recording shall not, however, limit or otherwise affect the obligation of the Borrowers applicable Borrower hereunder to pay any amount owing with respect to the Loans any Loan or any Letter of Credit. (b) Each Upon the request of any Lender made through the Administrative Agent, the Loans made by such Lender to any Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes issued by such Borrower, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the applicable Note the date, amount and maturity of each applicable Loan made by it and the amount of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers each Borrower to endorse its Note(s) the applicable Note and each such Lender's record shall be conclusive absent manifest demonstrable error; provided, however, that the failure of a Lender to make, or -------- ------- an error in making, a notation thereon on any Note with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the each Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the each Issuer and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the CompanyCredit, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall shall, at the request of any Lender, issue to such Lender a single note (each Lender notes ("Notes") to evidence such Lender's Loans (which shall be a “Note”), substantially in the form of Exhibit E with respect E, to Revolving evidence such Lender’s Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum). Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) Note the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers to endorse its Note(s) Note and each Lender's ’s record shall be conclusive absent manifest error; provided, however, provided that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuers shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuers, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Issuers and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower The Company shall issue to each Lender notes in the form of Exhibit E ("Notes") to evidence such Lender's Loans (which shall be substantially or, in the case of Swing Line Loans, in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency AddendumF). Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) or Swing Line Note, as applicable, and each Lender's record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note or Swing Line Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, Administrative Agent in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender Administrative Agent shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers Borrower and the Letters of Credit Issued for the account of the CompanyBorrower hereunder, and the interest and payments thereon. Any failure to so to record or any error in so doing so shall not, however, limit or otherwise affect the obligation Obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender may endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each Lender's ’s record shall be conclusive absent manifest errorrebuttable presumptive evidence of the information set forth therein; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations Obligations of any the Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Bank, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Issuing Bank and each Lender shall be conclusive absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the Borrowers Company, and the Letters of Credit Issued issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender shall record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse make such recordations on its Note(s) and each Lender's record shall be conclusive absent manifest errordeemed prima facie correct; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender. Certain Notes issued as of the Closing Date shall be issued in substitution for, and shall amend and restate, each of the respective "Notes" issued to the Existing Lenders pursuant to and defined in the Original Credit Agreement. No such substitutions, amendments and restatements shall constitute or effect a repayment, refinancing or novation of the amounts evidenced by such original "Notes," but rather a modification and substitution of their respective terms.

Loan Accounts. (a) The Committed Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender shall be conclusive absent manifest error of the amount of the Committed Loans made by the Committed Lenders to the Borrowers and the Letters of Credit Issued Borrower for the account of the CompanyBorrower, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount actually owing with respect to the Loans or any Letter of CreditCommitted Loans. (b) Each Borrower shall issue to each Upon the request of any Committed Lender made through the Agent, the Committed Loans made by such Committed Lender may be evidenced by one or more notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum). Each Lender may, H ("COMMITTED LOAN NOTES") instead of or in addition to maintaining a loan account, accounts. Each such Committed Lender may endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Committed Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Committed Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each Committed Lender's record shall be conclusive absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Committed Lender to make, or an error in making, a notation thereon with respect to any Committed Loan shall not limit or otherwise affect the actual obligations of any the Borrower hereunder or under any such Note to such Committed Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer each Issuing Lender and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it evidenced thereby and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon; providedPROVIDED, howeverHOWEVER, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender the Lenders and the Letters of Credit Issued by the any Letter of Credit Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, Administrative Agent in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender Administrative Agent shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Borrower and the Letters of Credit Issued for the account of the CompanyBorrower hereunder, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender, the Loans made by such Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by one or more Notes payable to the applicable Offshore Currency Addendum)order of each Lender. Each Lender may, instead of or in addition to maintaining a loan account, may endorse on the schedule schedules annexed to its such Note(s) the date, amount amount, Type, interest rate and duration of Interest Period (if applicable) and maturity of each Loan made by it such Lender and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each such Lender's record ’s records shall be conclusive absent manifest error; provided, however, that the failure of a any Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such the related Lender. (c) Subject to the terms and conditions of this Agreement and the right of any Lender to approve or disapprove any request for a Loan hereunder in its sole discretion, prior to the Expiration Date the Borrower may borrow, repay and reborrow Loans up to the Maximum Availability Amount on a revolving basis.

Loan Accounts. (a) The Loans made by the Bank to each Lender and the Letters of Credit Issued by the Issuer Borrower shall be evidenced by one or more loan accounts or records maintained with respect to such Borrower by such Lender or Issuer, as the case may be, Bank in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuer and each Lender Bank shall be conclusive absent manifest error presumptive evidence of the amount of the Loans made by the Lenders Bank to the Borrowers and the Letters of Credit Issued for the account of the Company, such Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers any Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Creditto such Borrower. (b) Each The Loans made by the Bank to each Borrower shall issue to each Lender notes ("Notes") to evidence also be evidenced by one or more Notes of such Lender's Loans (which Borrower as provided herein. The Bank shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum). Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule schedules annexed to its the Note(s) of each Borrower the date, amount and maturity of each Loan made by it the Bank thereunder and the amount and Applicable Currency of each payment of principal made by a such Borrower with respect thereto. Each such Lender The Bank is irrevocably authorized by the Borrowers each Borrower to endorse its Note(s) ), and each Lenderthe Bank's record with respect to each Borrower shall be conclusive absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Lender the Bank to make, or an error in making, a notation thereon on the Note(s) of any Borrower with respect to any Loan to such Borrower shall not limit or otherwise affect the obligations of any such Borrower hereunder or under any such Note to such Lenderthe Bank.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer Issuing Lender and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("made through the Administrative Agent, the Revolving Loans made by such Lender may be evidenced by one or more Revolving Notes") to evidence such Lender's Loans (which shall be substantially in , and the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in made by such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Term Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each applicable Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's ’s record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the applicable Loans made by such Lender; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the each Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The Agent shall maintain the Register in accordance with Section 11.07(b). The accounts or records maintained by the Agent, the each Issuer and each Lender shall be conclusive absent manifest demonstrable error of the amount of the Loans made by the applicable Lenders to the Borrowers and the Letters of Credit Issued for the account of the CompanyCredit, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of demonstrable error. (b) Each Borrower shall shall, at the request of any Lender, issue to such Lender a single note (each Lender notes ("Notes") to evidence such Lender's Loans (which shall be a “Note”), substantially in the form of Exhibit E with respect E, to Revolving Loans, Exhibit F with respect evidence such Lender’s Loans to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum)Borrower. Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) Note the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers to endorse its Note(s) Note and each Lender's ’s record shall be conclusive absent manifest demonstrable error; provided, howeverthat, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower hereunder or under any such Note to such Lender. (c) Each Lender may make Credit Extensions hereunder to any Subsidiary Borrower that is a Foreign Subsidiary from any agency, branch or Affiliate of such Lender. Such agency, branch or Affiliate shall, to the extent of any Credit Extensions made by it, have all the rights of such Lender hereunder; provided, that, such Lender shall, to the exclusion of such agency, branch or Affiliate, continue to have all the voting rights vested in it by the terms hereof.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Administrative Agent and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the CompanyBorrower, and the interest and payments thereon, in each case, absent manifest error. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of CreditLoans. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender maya Five-Year Term Loan Note and/or a Ten-Year Term Loan Note, as applicable, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it evidenced thereby and the amount of each payment of principal made by a the Borrower with respect theretothereto (or such Lender shall maintain such information in its own records). Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each Lender's ’s record shall be conclusive rebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon, in each case, absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon or an entry therein with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by Each Lender (including the Swingline Lender), with respect to amounts payable to it hereunder, each Lender and the Issuing Lender, with respect to all Letters of Credit Issued issued by such Issuing Lender and L/C Obligations with respect thereto, and the Issuer Paying Agent, with respect to all amounts payable hereunder, shall be evidenced by one or more maintain on its books, in accordance with its usual practice, loan accounts or other records maintained by such Lender setting forth each applicable Loan or Issuer, as the case may be, in the ordinary course Letter of businessCredit hereunder. The accounts or records maintained by each Lender, each Issuing Lender and the Agent, the Issuer and each Lender Paying Agent shall be conclusive absent manifest error of prima facie evidence as to the amount of the Loans made by the Lenders to the Borrowers Borrower and the Letters of Credit Issued for the account of the CompanyBorrower (or jointly for the account of the Borrower and any Subsidiary), and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers either Borrower hereunder to pay any amount owing with respect to the Loans any Loan or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Paying Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, date and amount and maturity of each Loan made by it and the amount of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers each Borrower to endorse its respective Note(s) and each Lender's record shall be conclusive absent manifest errorprima facie evidence of the amount of the Loans evidenced thereby; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Bank, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer Issuing Bank and each Lender shall be conclusive absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the Borrowers a Borrower and the Letters of Credit Issued by the Issuing Bank for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers a Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender may record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers each Borrower to endorse make such recordations on its Note(s) and each Lender's record shall be conclusive absent manifest errordeemed prima facie correct; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer each Issuing Lender and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the CompanyBorrowers, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers applicable Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Upon the request of any Lender made through the Administrative Agent, the Loans made by such Lender to a Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes of such Borrower, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it evidenced thereby and the amount of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers to endorse its Note(s) and each Lender's record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans Advances made by each Lender and the Letters of Credit Issued by the Issuer Bank shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, Bank in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender Bank shall be conclusive absent manifest error presumptive evidence of the amount of the Loans Advances made by the Lenders Banks to the Borrowers and the Letters of Credit Issued for the account of the CompanyBorrower, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit limit, increase or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of CreditAdvances. (b) Each Borrower shall issue to each Lender notes ("Notes") to evidence Upon the request of any Bank made through the Agent, the Advances made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Bank may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Bank shall endorse on the schedule schedules annexed to its Note(s) the date, amount - 20 - 21 and maturity of each Loan Advance made by it and the amount of each payment of principal made by a Borrower with respect thereto. Each such Lender Bank is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each LenderBank's record shall be conclusive absent manifest errorpresumptive evidence of the amount owing; provided, however, that the failure of a Lender Bank to make, or an error in making, a notation thereon with respect to any Loan Advance shall not limit limit, increase or otherwise affect the obligations of any Borrower hereunder or under any such Note to such LenderBank. (c) The Swing Line Advances shall be evidenced by one or more loan accounts maintained by the Swing Line Bank in the ordinary course of business, and such accounts shall be presumptive evidence of the principal amount owing under the Swing Line. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to Swing Line Advances; provided, however, that the Swing Line Bank may request Borrower to execute and deliver a promissory note to evidence the Swing Line Advances, and Borrower agrees to execute and deliver such a promissory note, and such other Swing Line Documents as the Swing Line Bank may from time to time reasonably request.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Bank, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Issuing Bank and each Lender shall be conclusive absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the Companyany Borrower, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers any Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to The Loans made by each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially evidenced by a Note payable to the order of such Lender in the form of Exhibit E with respect an amount equal to its Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum)Commitment. Each such Lender may, instead of or in addition to maintaining a loan account, shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Borrowers with respect thereto. Each such Lender is irrevocably authorized by the Borrowers each Borrower to endorse its Note(s) and each Lender's record shall be conclusive absent manifest errorprima facie evidence of the amount of such Loans; providedPROVIDED, howeverHOWEVER, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuer Issuing Lender and each Lender shall be conclusive presumed correct absent manifest error of the amount of the Loans made by the Lenders to the Borrowers applicable Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender shall record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers applicable Borrower to endorse make such recordations on its Note(s) and each Lender's record shall be conclusive presumed correct absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower The Company shall issue to each Lender notes in the form of EXHIBIT E-1 in the case of Revolving Loans and/or EXHIBIT E-2 in the case of Term Loans (each, a "NotesNOTE" and collectively, the "NOTES") to evidence such Lender's Loans (which shall be substantially or, in the case of Swing Line Loans, in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency AddendumEXHIBIT F). Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) or Swing Line Note, as applicable, and each Lender's record shall be conclusive absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note or Swing Line Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Bank shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Bank, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Issuing Bank and each Lender shall be conclusive absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the Borrowers Company, and the Letters of Credit Issued issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender shall record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse make such recordations on its Note(s) and each Lender's record shall be conclusive absent manifest errordeemed prima facie correct; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender. (c) The Notes issued as of the Closing Date shall be issued in substitution for, and shall replace, each of the respective "Notes" issued to the "Lenders" pursuant to and defined in the Existing Credit Agreement.

Loan Accounts. (a) The Loans made by each Lender ------------- and the Letters of Credit Issued by the Issuer each Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or IssuerIssuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer each Issuing Lender and each Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers Company and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it evidenced thereby and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's record shall be conclusive absent manifest errorrebuttable presumptive evidence of the amount of the Loans evidenced thereby, and the interest and payments thereon; provided, however, that the failure of -------- ------- a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans Loan made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the applicable Lenders to the Borrowers and the Letters of Credit Issued for the account of the Company, Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of CreditLoans. (b) Each The Borrower shall shall, at the request of any Lender, issue to such Lender a single note (each Lender notes ("Notes") to evidence such Lender's Loans (which shall be a “Note”), substantially in the form of Exhibit E with respect E, to Revolving Loans, Exhibit F with respect evidence such Lender’s Loan to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required by the applicable Offshore Currency Addendum)Borrower. Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) Note the date, date and amount and maturity of each the Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) Note and each Lender's ’s record shall be conclusive absent manifest error; provided, however, provided that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the obligations of the Loan Parties in respect of the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or Issuerthe Issuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, each Lender and the Issuer and each Issuing Lender shall be conclusive absent manifest error rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers and the obligations of the Loan Parties in respect of the Letters of Credit Issued for the account of the CompanyLoan Parties, and the interest and payments thereon. Any failure so to record or any error in doing so recording shall not, however, limit or otherwise affect the obligation of the Borrowers applicable Borrower hereunder to pay any amount owing with respect to the Loans any Loan or any Letter of Credit. (b) Each Upon the request of any Lender made through the Administrative Agent, the Loans made by such Lender to any Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes issued by such Borrower, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the applicable Note the date, amount and maturity of each applicable Loan made by it and the amount of each payment of principal made by a the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers each Borrower to endorse its Note(s) the applicable Note and each such Lender's record shall be conclusive absent manifest demonstrable error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon on any Note with respect to any Loan shall not limit or otherwise affect the obligations of any the applicable Borrower hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender the Bank and the Letters of Credit Issued by the Issuer Bank shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may be, Bank in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender Bank shall be conclusive absent manifest error prima facia evidence of the amount of the Loans made by the Lenders Bank to the Borrowers Borrower and the Letters of Credit Issued for the account of the CompanyBorrower, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Each Borrower shall issue to each Lender notes ("Notes") to evidence such Lender's Upon the request of the Bank, the Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. The Bank shall record on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender The Bank is irrevocably authorized by the Borrowers Borrower to endorse make recordations on its Note(s) and each Lenderthe Bank's record shall be conclusive absent manifest errordeemed prima facia correct; providedPROVIDED, howeverHOWEVER, that the failure of a Lender the Bank to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lenderthe Bank.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or Issuerthe Issuing Lender, as the case may be, in the ordinary course of business. The accounts or records maintained by the Administrative Agent, the Issuer Issuing Lender and each Lender shall be conclusive (absent manifest error error) of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Company hereunder to pay any amount owing with respect to the Loans or any Letter the Letters of Credit. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, accounts. Each such Lender shall endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a Borrower the Company with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Company to endorse its Note(s) and each Lender's record shall be conclusive absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any Borrower the Company hereunder or under any such Note to such Lender.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer or Designated Bidder shall be evidenced by one or more accounts or records maintained by such Lender or Issuer, as the case may beDesignated Bidder, in the ordinary course of business. The accounts or records maintained by the Agent, the Issuer and each Lender or Designated Bidder shall be conclusive absent manifest error of the amount of the Loans made by the Lenders and Designated Bidders to the Borrowers and the Letters of Credit Issued Borrower for the account of the CompanyBorrower, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount actually owing with respect to the Loans or any Letter of CreditLoans. (b) Each Borrower shall issue to each Upon the request of any Lender made through the Agent, the Committed Loans made by such Lender may be evidenced by one or more notes ("Notes") to evidence such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term EXHIBIT I ("Committed Loan Notes") and the Bid Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in made by such form as Lender or any Designated Bidder may be required evidenced by one or more notes in the applicable Offshore Currency Addendumform of EXHIBIT J ("Bid Loan Notes"). Each Lender may, instead of or in addition to maintaining a loan account, accounts. Each such Lender and Designated Bidder may endorse on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender and Designated Bidder is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each Lender's or Designated Bidder's record shall be conclusive absent manifest error; providedPROVIDED, howeverHOWEVER, that the failure of a Lender or Designated Bidder to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the actual obligations of any the Borrower hereunder or under any such Note to such LenderLender or Designated Bidder.

Loan Accounts. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuer shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuer, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuer Administrative Agent and each Lender shall be conclusive absent manifest error error/rebuttable presumptive evidence of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of the Company, Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of CreditLoans. (b) Each Borrower shall issue to each Upon the request of any Lender notes ("Notes") to evidence made through the Administrative Agent, the Loans made by such Lender's Loans (which shall be substantially in the form of Exhibit E with respect to Revolving Loans, Exhibit F with respect to Term Loans and Exhibit G with respect to Swing Line Loans and with respect to Fronted Offshore Currency Loans, shall be in such form as Lender may be required evidenced by the applicable Offshore Currency Addendum). Each Lender mayone or more Notes, instead of or in addition to maintaining a loan account, endorse accounts. Each such Lender shall set forth on the schedule schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by a the Borrower with respect thereto. Each such Lender is irrevocably authorized by the Borrowers Borrower to endorse its Note(s) and each Lender's ’s record shall be conclusive absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of any the Borrower hereunder or under any such Note to such Lender. Each Note issued to a Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender, (iii) be dated as of the Closing Date, (iv) be in a stated principal amount equal to such Lender’s Commitment, (v) bear interest in accordance with the provisions of Section 2.9, as the same may be applicable to the Lender’s Commitment from time to time, and (vi) be entitled to all of the benefits of this Agreement and the other Loan Documents and subject to the provisions hereof and thereof.