Common use of Note Register Clause in Contracts

Note Register. (a) Issuer shall cause to be kept a note register (the “Note Register”) for the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide for the registration of the Notes and the registration of transfers of the Notes. Issuer shall initially be the note registrar (in such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(a). Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be exchanged for other certificates of a like aggregate principal amount upon surrender of the certificates to be exchanged at the office or agency of Issuer where the principal of the Notes are payable. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of Issuer, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Notes surrendered upon such registration of transfer or exchange. (e) No service charge shall be made by Issuer for any registration of transfer or exchange of any Note, but Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) Issuer shall cause The Borrower hereby designates the Administrative Agent to be kept serve as the Borrower’s agent, solely for purposes of this Section 9.8(d), to maintain a note register (the “Note Register”) for on which it will record the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide for the registration registered holder of the Notes and the registration of transfers of the Notes. Issuer shall initially be the note registrar (Notes made pursuant to and in such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this accordance with Section 27(a9.8(c). Upon The Note Register shall be available for inspection by the Borrower or any resignation of Lender at any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not reasonable time and from time to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the locationtime upon reasonable prior notice, and the Administrative Agent shall, reasonably promptly after (a) any change in person becomes a Lender after the location of the Note Register. date hereof and (b) Upon surrender for any Lender alters or modifies its name or address, notify the Borrower of and deliver to the Borrower a written update of the names and addresses of all Lenders. Failure to make any such recordation or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loan Amount of any Lender. With respect to any Lender, the transfer of the Commitment of such Lender and the rights to the principal of, and interest on, the Loan Amount made pursuant to such Commitment shall not be effective until such transfer is recorded on the Note Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loan Amount and prior to such recordation all amounts owing to the transferor with respect to such Commitment and Loan Amount shall remain owing to the transferor. The registration of assignment or transfer of any certificate representing any Note at an office all or agency of Issuer where the principal part of the Commitment and the Loan Amount shall be recorded by the Administrative Agent on the Note Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Transfer Supplement. Coincident with the delivery of such a Transfer Supplement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan Amount, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Notes is payable, Issuer shall executeevidencing such Loan Amount, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, thereupon one or more new certificates Notes of a like aggregate principal amount. (c) At the option same series of a Noteholder, certificates with respect to any Notes may be exchanged for other certificates of a like in the same aggregate principal amount upon surrender of the certificates to be exchanged at the office or agency of Issuer where the principal of the Notes are payable. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be issued by the valid obligations of Issuer, evidencing the same debt, and entitled Borrower to the same benefits under this Agreementassigning or transferor Lender and/or the new Lender, as the Notes surrendered upon appropriate to reflect such registration of transfer or exchangeassignment. (e) No service charge shall be made by Issuer for any registration of transfer or exchange of any Note, but Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) Issuer Payor shall cause to be kept at its principal executive office a note register (the “Note Register”) for in which Payor shall maintain a record of the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer Pro Rata Share of each Holder and shall provide for the registration of this Note, the Notes conversion, repurchase and prepayment of all or any portion of this Note, and the registration transfer of transfers this Note or any interest in this Note. The Note Register shall be in written form or in any form capable of the Notesbeing converted into written form within a reasonably prompt period of time. Issuer shall initially be the note registrar (in such capacity, the Payor is hereby appointed “Note Registrar”) ” for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(a)provided. Upon any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any this Note at an office or agency of Issuer where to the principal of the Notes is payableNote Registrar, Issuer Payor shall execute, execute and the relevant Noteholder shall obtain from Issuerdeliver, in the name of the designated transferee or transferees, one or more new certificates Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Note. This Note may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be exchanged for other certificates of a like aggregate principal amount upon surrender of the certificates to be exchanged this Note at the principal executive office of Payor. Whenever this Note is so surrendered for exchange (including pursuant to Section 2(c)(ii) or agency of Issuer where Section 7(c)(ii) hereof), Payor shall execute the principal of Note or Notes which the Notes Holder(s) making the exchange is or are payable. (d) entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes so issued upon any registration of transfer or exchange of Notes this Note shall be the valid obligations of IssuerPayor, evidencing the same debt, and entitled to the same benefits under this Agreementbenefits, as the Note or Notes surrendered upon such registration of transfer or exchange. (e) . No service charge shall be made by Issuer to any Holder for any registration of of, transfer or exchange exchange, repurchase or conversion of this Note or any Note, but Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notesinterest therein. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) The Issuer shall cause to be kept a note register (the “Note Register”"NOTE REGISTER") for the Notes in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers of the Notes. The Issuer shall initially be the note registrar (in such capacity, the “Note Registrar”"NOTE REGISTRAR") for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(a16(a). Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than the Issuer is appointed as Note Registrar, the Issuer will give the Purchaser prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of the Issuer where the principal of and interest on the Notes is are payable, the Issuer shall execute, and the relevant Noteholder Purchaser shall obtain from the Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholderthe Purchaser, certificates with respect to any Notes may be exchanged for other certificates of a like aggregate principal amount amount, upon surrender of the certificates to be exchanged at the office or agency of the Issuer where the principal of and interest on the Notes are payable. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Notes surrendered upon such registration of transfer or exchange. (e) No service charge shall be made by the Issuer for any registration of transfer or exchange of any Note, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) The Issuer shall cause to be kept a note register (the “Note Register”"NOTE REGISTER") for the Notes in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers of the Notes. The Issuer shall initially be the note registrar (in such capacity, the “Note Registrar”"NOTE REGISTRAR") for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(a16(a). Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than the Issuer is appointed as Note Registrar, the Issuer will give the Purchaser prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of the Issuer where the principal of and interest on the Notes is are payable, the Issuer shall execute, and the relevant Noteholder Purchaser shall obtain from the Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholderthe Purchaser, certificates with respect to any Notes may be exchanged for other certificates of a like aggregate principal amount amount, upon surrender of the certificates to be exchanged at the office or agency of the Issuer where the principal of and interest on the Notes are payable. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Notes surrendered upon such registration of transfer or exchange. (e) No service charge shall be made by Issuer the Purchaser for any registration of transfer or exchange of any Note, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) Issuer Payor shall cause to be kept at its principal executive office a note register (the “Note Register”) for in which Payor shall record the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide for the registration issuance of the Notes and the registration of transfers of the Notes. Issuer shall initially be the note registrar (in such capacitythis Note, the conversion, repurchase and prepayment of all or any portion of this Note, the transfer of this Note or any interest in this Note and any adjustment to the Conversion Rate. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Xxxxx is hereby appointed “Note Registrar”) ” for the purpose of registering the Notes this Note and transfers of Notes this Note in the Note Registrar as herein provided provided. Absent manifest error, the Note Registrar shall be conclusive evidence of any conversion, repurchase, repayment or transfer of all or any portion of this Note or any interest in this Note and may appoint a successor to itself, subject any adjustment to the last sentence Conversion Rate. Upon surrender of this Section 27(a). Upon any resignation Note for registration of any a transfer thereof in the Note Registrar, Issuer Payor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar execute and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuerdeliver, in the name of the designated transferee or transferees, one or more new certificates Notes of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be exchanged for other certificates authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Note. This Note may be exchanged for one or more other Notes of any authorized denominations in integral multiples of $100,000 and a single Note in such smaller denomination as is necessary to reflect any remaining outstanding part of this Note in an amount less than $100,000, upon surrender of the certificates to be exchanged this Note at the principal executive office of Payor. Whenever this Note is so surrendered for exchange (including pursuant to Section 2(c)(ii) or agency of Issuer where Section 7(c)(ii)), Payor shall execute the principal of the Note or Notes are payable. (d) which Holder is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes so issued upon any registration of transfer or exchange of Notes this Note shall be the valid obligations of IssuerPayor, evidencing the same debt, and entitled to the same benefits under this Agreementbenefits, as the Note or Notes surrendered upon such registration of transfer or exchange. (e) . No service charge shall be made by Issuer to Holder for any registration of of, transfer or exchange exchange, repurchase or conversion of this Note or any Note, but Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notesinterest therein. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.

Note Register. (a) Issuer shall cause Borrower will maintain at all times at its principal executive office a register that identifies each beneficial owner that is entitled to be kept a note register payment of principal and stated interest on each Term Loan (the “Note Register”) for the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Notes IRC and the registration of transfers any related regulations (and any other relevant or successor provisions of the Notes. Issuer shall initially be the note registrar (in IRC or such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(aregulations). Upon Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the locationstated interest with Borrower or its agent, and any change in the location of the Note Register. (bii) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be transferred or exchanged for other certificates of a like aggregate principal amount upon by any Lender only by surrender of the certificates to be exchanged old instrument at the principal executive office of Borrower (or agency at the place of Issuer where payment named in the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to Xxxxxxxx duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Xxxxxxxx will execute and deliver in exchange therefor a new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the aggregate outstanding principal amount of the Notes are payable. (dTerm Loan Note(s) All Notes so surrendered. Any Term Loan Note issued in exchange for any other Term Loan Note or upon any registration of transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or exchange of Notes shall be the valid obligations of Issuer, evidencing the same debttransferred, and entitled to the same benefits under this Agreement, as the Notes surrendered upon neither gain nor loss of interest shall result from any such registration of transfer or exchange. (e) No service . Any transfer tax or governmental charge relating to such transaction shall be made paid by Issuer the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for any registration all purposes, including as to the outstanding principal amount of transfer or exchange of any Note, but Issuer may require the Term Loan Note and the payment of a sum sufficient to cover interest, principal and other sums due hereunder absent manifest error and Xxxxxxxx, Lenders and any tax or other governmental charge of their respective agents may treat the Person in whose name any Term Loan Note is registered as the sole and exclusive record and beneficial holder and owner of such Term Loan Note for all purposes whatsoever. Each Lender, severally and not jointly, represents that any interest that may be imposed in connection with any registration of transfer or exchange of Notes. (f) Subject become due and owing under this Agreement qualifies for the portfolio interest exception from withholding on interest payments pursuant to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in IRC Sections 7(f), (g871(h) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period881(c).

Note Register. (a) Issuer shall cause Borrower will maintain at all times at its principal executive office a register that identifies each beneficial owner that is entitled to be kept a note register payment of principal and stated interest on each Term Loan (the “Note Register”) for the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Notes IRC and the registration of transfers any related regulations (and any other relevant or successor provisions of the Notes. Issuer shall initially be the note registrar (in IRC or such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(aregulations). Upon Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the locationstated interest with Borrower or its agent, and any change in the location of the Note Register. (bii) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be transferred or exchanged for other certificates of a like aggregate principal amount upon by any Lender only by surrender of the certificates to be exchanged old instrument at the principal executive office of Borrower (or agency at the place of Issuer where payment named in the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to Borrower duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Borrower will execute and deliver in exchange therefor a new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the aggregate outstanding principal amount of the Notes are payable. (dTerm Loan Note(s) All Notes so surrendered. Any Term Loan Note issued in exchange for any other Term Loan Note or upon any registration of transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or exchange of Notes shall be the valid obligations of Issuer, evidencing the same debttransferred, and entitled to the same benefits under this Agreement, as the Notes surrendered upon neither gain nor loss of interest shall result from any such registration of transfer or exchange. (e) No service charge . The entries in the Note Register shall be made by Issuer conclusive and binding for any registration all purposes, including as to the outstanding principal amount of transfer or exchange of any Note, but Issuer may require the Term Loan Note and the payment of a sum sufficient to cover interest, principal and other sums due hereunder absent manifest error and Borrower, Lenders and any tax or other governmental charge that of their respective agents may be imposed treat the Person in connection with whose name any registration of transfer or exchange of Notes. (f) Subject to Section 9, Term Loan Note is registered as the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations sole and warranties set forth in Sections 7(f), (g) exclusive record and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 beneficial holder and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time owner of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount Term Loan Note for the Funding Date corresponding to the last Exchange Business Day in the Reference Periodall purposes whatsoever.

Note Register. (a) Issuer shall cause Borrower will maintain at all times at its principal executive office a register that identifies each beneficial owner that is entitled to be kept a note register payment of principal and stated interest on each Term Loan (the “Note Register”) for ), including the Notes in whichnames and addresses thereof, subject to such reasonable regulations as it may prescribe, Issuer shall provide and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Notes IRC and the registration of transfers any related regulations (and any other relevant or successor provisions of the Notes. Issuer shall initially be the note registrar (in IRC or such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(aregulations). Upon Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the locationstated interest with Borrower or its agent, and any change in the location of the Note Register. (bii) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be transferred or exchanged for other certificates of a like aggregate principal amount upon by any Lender only by surrender of the certificates to be exchanged old instrument at the principal executive office of Borrower (or agency at the place of Issuer where payment named in the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to Borrower duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Borrower will execute and deliver in exchange therefor a new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the aggregate outstanding principal amount of the Notes are payable. (dTerm Loan Note(s) All Notes so surrendered. Any Term Loan Note issued in exchange for any other Term Loan Note or upon any registration of transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or exchange of Notes shall be the valid obligations of Issuer, evidencing the same debttransferred, and entitled to the same benefits under this Agreement, as the Notes surrendered upon neither gain nor loss of interest shall result from any such registration of transfer or exchange. (e) No service . Any transfer tax or governmental charge relating to such transaction shall be made paid by Issuer the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for any registration all purposes, including as to the outstanding principal amount of transfer or exchange of any Note, but Issuer may require the Term Loan Note and the payment of a sum sufficient to cover interest, principal and other sums due hereunder absent manifest error and Borrower, Lenders and any tax or other governmental charge that of their respective agents may be imposed treat the Person in connection with whose name any registration of transfer or exchange of Notes. (f) Subject to Section 9, Term Loan Note is registered as the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations sole and warranties set forth in Sections 7(f), (g) exclusive record and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 beneficial holder and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time owner of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount Term Loan Note for the Funding Date corresponding to the last Exchange Business Day in the Reference Periodall purposes whatsoever.

Note Register. (a) Issuer shall cause Borrower will maintain at all times at its principal executive office a register that identifies each beneficial owner that is entitled to be kept a note register payment of principal and stated interest on each Term Loan (the “Note Register”) for the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide and provides for the registration and transfer of Term Loan Notes so that each Term Loan is at all times in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Notes IRC and the registration of transfers any related regulations (and any other relevant or successor provisions of the Notes. Issuer shall initially be the note registrar (in IRC or such capacity, the “Note Registrar”) for the purpose of registering the Notes and transfers of Notes as herein provided and may appoint a successor to itself, subject to the last sentence of this Section 27(aregulations). Upon Each Term Loan: (i) shall, pursuant to this clause (a), be registered as to both principal and any resignation of any Note Registrar, Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar and of the locationstated interest with Borrower or its agent, and any change in the location of the Note Register. (bii) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuer, in the name of the designated transferee or transferees, one or more new certificates of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be transferred or exchanged for other certificates of a like aggregate principal amount upon by any Lender only by surrender of the certificates to be exchanged old instrument at the principal executive office of Borrower (or agency at the place of Issuer where payment named in the Term Loan Note, if any), accompanied, if so required by Borrower in the case of a Lender Transfer, by a written instrument of transfer in form reasonably satisfactory to Xxxxxxxx duly executed by the holder thereof or by such holder’s attorney duly authorized in writing, and Xxxxxxxx will execute and deliver in exchange therefor a new Term Loan Note or Term Loan Notes, in such denomination(s) as may be requested by such holder, of like tenor and in the same aggregate outstanding principal amount as the aggregate outstanding principal amount of the Notes are payable. (dTerm Loan Note(s) All Notes so surrendered. Any Term Loan Note issued in exchange for any other Term Loan Note or upon any registration of transfer thereof shall carry the rights to unpaid interest and interest to accrue that were carried by the Term Loan Note so exchanged or exchange of Notes shall be the valid obligations of Issuer, evidencing the same debttransferred, and entitled to the same benefits under this Agreement, as the Notes surrendered upon neither gain nor loss of interest shall result from any such registration of transfer or exchange. (e) No service . Any transfer tax or governmental charge relating to such transaction shall be made paid by Issuer the holder requesting the exchange. The entries in the Note Register shall be conclusive and binding for any registration all purposes, including as to the outstanding principal amount of transfer or exchange of any Note, but Issuer may require the Term Loan Note and the payment of a sum sufficient to cover interest, principal and other sums due hereunder absent manifest error and Xxxxxxxx, Lenders and any tax or other governmental charge that of their respective agents may be imposed treat the Person in connection with whose name any registration of transfer or exchange of Notes. (f) Subject to Section 9, Term Loan Note is registered as the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations sole and warranties set forth in Sections 7(f), (g) exclusive record and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 beneficial holder and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time owner of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount Term Loan Note for the Funding Date corresponding to the last Exchange Business Day in the Reference Periodall purposes whatsoever.

Note Register. (a) Issuer Payor shall cause to be kept at its principal executive office a note register (the “Note Register”) for in which Payor shall record the Notes in which, subject to such reasonable regulations as it may prescribe, Issuer shall provide for the registration issuance of the Notes and the registration of transfers of the Notes. Issuer shall initially be the note registrar (in such capacitythis Note, the conversion, repurchase and prepayment of all or any portion of this Note, the transfer of this Note or any interest in this Note and any adjustment to the Conversion Rate. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Payor is hereby appointed “Note Registrar”) ” for the purpose of registering the Notes this Note and transfers of Notes this Note in the Note Registrar as herein provided provided. Absent manifest error, the Note Registrar shall be conclusive evidence of any conversion, repurchase, repayment or transfer of all or any portion of this Note or any interest in this Note and may appoint a successor to itself, subject any adjustment to the last sentence Conversion Rate. Upon surrender of this Section 27(a). Upon any resignation Note for registration of any a transfer thereof in the Note Registrar, Issuer Payor shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a person other than Issuer is appointed as Note Registrar, Issuer will give Purchaser prompt written notice of the appointment of such Note Registrar execute and of the location, and any change in the location of the Note Register. (b) Upon surrender for registration of transfer of any certificate representing any Note at an office or agency of Issuer where the principal of the Notes is payable, Issuer shall execute, and the relevant Noteholder shall obtain from Issuerdeliver, in the name of the designated transferee or transferees, one or more new certificates Notes of a like aggregate principal amount. (c) At the option of a Noteholder, certificates with respect to any Notes may be exchanged for other certificates authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Note. This Note may be exchanged for one or more other Notes of any authorized denominations in integral multiples of $100,000 and a single Note in such smaller denomination as is necessary to reflect any remaining outstanding part of this Note in an amount less than $100,000, upon surrender of the certificates to be exchanged this Note at the principal executive office of Payor. Whenever this Note is so surrendered for exchange (including pursuant to Section 2(c)(ii) or agency of Issuer where Section 7(c)(ii)), Payor shall execute the principal of the Note or Notes are payable. (d) which Holder is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes so issued upon any registration of transfer or exchange of Notes this Note shall be the valid obligations of IssuerPayor, evidencing the same debt, and entitled to the same benefits under this Agreementbenefits, as the Note or Notes surrendered upon such registration of transfer or exchange. (e) . No service charge shall be made by Issuer to Holder for any registration of of, transfer or exchange exchange, repurchase or conversion of this Note or any Note, but Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notesinterest therein. (f) Subject to Section 9, the Notes shall be freely transferable at any time without the consent of Issuer to any Person that (i) makes the representations and warranties set forth in Sections 7(f), (g) and (h) as of the date of the relevant transfer, (ii) agrees to the be bound by the covenants set forth in Section 9 and (iii) becomes the Noteholder of Notes with an aggregate Initial Principal Amount of 10% or more of the aggregate Initial Principal Amount of all Notes outstanding at the time of such transfer; provided that the Notes shall not be transferable prior to the payment by Purchaser of the Daily Funding Amount for the Funding Date corresponding to the last Exchange Business Day in the Reference Period.