Common use of Registered Obligations Clause in Contracts

Registered Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof. The Register shall be made available for inspection by Borrower or Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement.

Registered Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register The Loans (including the identity Note evidencing the Loans) are registered obligations and the right, title and interest of any participant Lender and its assigns (and of a Person who takes a participation in a Loan directly from Lender) in and to such Loan shall be transferrable only upon notation of such transfer in a registry (the "Registry") maintained to record the interest of Lender and its assigns (and such direct participants). A Note shall only evidence Lender's, or any information relating to a participant’s its assigns', right, title and interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except and to the extent related Loans, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 8.8 shall be construed so that such disclosure is necessary to establish that such commitmentthe Loans are at all times maintained in "registered form" within the meaning of Section 163(f), loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c871(h)(2) and 881(c)(2) of the U.S. Department IRC and any related regulations (or any successor provisions of Treasury the IRC or such regulations). The entries Borrower shall maintain the Registry in which Borrower will register the Participant Register Loans. No transfer by Lender or any of its assigns of (or direct participant with respect to) any of the Loans shall be conclusive absent manifest error, permitted or effective unless and until recorded on the Registry. Any such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof. The Register transfer shall be made available only by written application by the transferring Lender, its assigns, or participants to Borrower stating the name of the proposed transferee. Borrower agrees that within five (5) Business Days after its receipt of such written notice, Borrower shall, at its own expense, record such transfer on the Registry and shall, if requested by Lender or the transferee, execute new Notes to the order of Lender and/or the transferee, as applicable, in exchange for inspection by Borrower the surrendered Note or Lender at any reasonable time and from time to time upon reasonable prior noticeNotes. The entries in the Register Such new Note or Notes shall be conclusive, absent manifest error, and Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant an aggregate principal amount equal to the terms hereof as unpaid aggregate principal amount of such surrendered Note or Notes, shall be dated the owner effective date of any Borrower Obligation held by such holder, as indicated the assignment and shall otherwise be in substantially the Register, for all purposes form of this Agreement.Exhibit B.

Registered Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowersthe Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of United States Treasury regulationsRegulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of BorrowersBorrower, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof11.21. The Register shall be made available for inspection by Borrower or Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Borrower and Lender shall treat each the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement.

Registered Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s 's interest in the Loan or other obligations under the Loan Documents (the “"Participant Register”"); provided that no Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s 's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of United States Treasury regulationsRegulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “"Register”") for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “"Borrower Obligation”") and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof10.21. The Register shall be made available for inspection by Borrower Borrowers or Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Borrower Borrowers and Lender shall treat each the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement.

Registered Obligations. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowersthe Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of United States Treasury regulationsRegulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of BorrowersBorrower, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof10.21. The Register shall be made available for inspection by Borrower or Lender at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Borrower and Lender shall treat each the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this Agreement.

Registered Obligations. The Loans (aincluding each Note evidencing the Loans) Notwithstanding anything are registered obligations and the right, title and interest of Lender and its assigns (and of a Person who takes a participation in a Loan directly from Lender) in and to such Loan shall be transferrable only upon notation of such transfer in a registry (the "Registry") maintained to record the interest of Lender and its assigns (and such direct participants). A Note shall only evidence Lender's, or its assigns', right, title and interest in and to the contrary contained in this Agreement or any other Loan Document, the Note isrelated Loans, and in no event is any other promissory notes issued under such Note to be considered a bearer instrument or obligation. This Section 8.8 shall be construed so that the Loan Documents shall beLoans are at all times maintained in "registered form" within the meaning of Section 163(f), registered as to both principal 871(h)(2) and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c881(c)(2) of the U.S. Department IRC and any related regulations (or any successor provisions of Treasury the IRC or such regulations). The entries Borrower shall maintain the Registry in which Borrowers will register the Participant Register Loans. No transfer by Lender or any of its assigns of (or direct participant with respect to) any of the Loans shall be conclusive absent manifest error, permitted or effective unless and until recorded on the Registry. Any such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof. The Register transfer shall be made available only by written application by the transferring Lender, its assigns, or participants to Borrowers stating the name of the proposed transferee. Borrowers agree that within five (5) Business Days after its receipt of such written notice, Borrowers shall, at their own expense, record such transfer on the Registry and shall, if requested by Lender or the transferee, execute new Notes to the order of Lender and/or the transferee, as applicable, in exchange for inspection by Borrower the surrendered Note or Lender at any reasonable time and from time to time upon reasonable prior noticeNotes. The entries in the Register Such new Note or Notes shall be conclusive, absent manifest error, and Borrower and Lender shall treat each Person whose name is recorded in the Register pursuant an aggregate principal amount equal to the terms hereof as unpaid aggregate principal amount of such surrendered Note or Notes, shall be dated the owner effective date of any Borrower Obligation held by such holder, as indicated the assignment and shall otherwise be in substantially the Register, for all purposes form of this Agreement.Exhibit B.

Registered Obligations. (a) Notwithstanding anything to To the contrary contained in this Agreement or any other Loan Documentbest of Borrower’s knowledge, Borrower represents, warrants and covenants that, as of the Note isdate hereof and until Borrower’s Obligations have been fully satisfied and performed, and any other promissory notes issued Borrower’s Obligations under the Loan Documents have been, are and shall be, registered as to both principal and any stated interest. (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is remain in registered form under within the meaning of Section 5f.103-1(c) of the U.S. Department United States Treasury Regulations, as well as Sections163(f), 871(h)(2) and 881(c)(2) of Treasury regulations. The entries the Code and any related regulations (and any successor provisions), and that either and/or both of the following are true: (i) the Obligations as to the Debt and any stated interest upon the indebtedness evidenced by the Note are registered with Borrower and/or its lender and transfer of such Obligations may be effected only by surrendering the instruments evidencing such Obligations and either the reissuance by Borrower of the instruments to the new holders thereof and/or the issuance by Borrower of new instruments to the new holders; or (ii) the Debt, including without limitation the right to principal and any stated interest, may be transferred only through a system maintained by Borrower and/or Lender whereby ownership of an interest in the Participant Register shall be conclusive absent manifest errorindebtedness is reflected in a record of ownership (“Book Entry System”), and the Debt has been transferred through Borrower's Book Entry System evidencing that Lender, and/or its successor in interest is entitled to receive such payments of principal and stated interest. Notwithstanding anything to the contrary herein, the rights of Lender shall treat each hereunder may be transferred to any Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any upon prior written notice to Borrower. Notwithstanding anything herein to the contrary. (c) , the Obligations under the Loan Documents shall not be transferred by Borrower and/or any other Person obligated hereunder without the express written consent of Lender. Notwithstanding anything herein to the contrary, Lender or may transfer and/or assign, all and/or any portion of its designeerights and the Obligations under the Note, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “Register”) for the recordation and may transfer and/or assign all and/or any portion of the name and address of each LenderNote, the outstanding Principal, accrued and unpaid interest and other fees due it hereunder (to any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant third person and/or entity with notice to an assignment under Section 10.21 hereofBorrower. The Register shall be made available for inspection by notice to Borrower or Lender at any reasonable time and from time to time upon reasonable prior notice. The entries described in the Register shall immediately preceding sentence may be conclusivefrom any person and/or entity, absent manifest errorincluding, and Borrower and Lender shall treat each Person whose name is recorded in without limitation, any transferee of the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this AgreementLoan Documents.

Registered Obligations. (a) Notwithstanding anything to the contrary contained in in(c) this Agreement or any other Loan DocumentAgreement, the Note isLoans (including any Notes evidencing such Loans and, in the case of Revolving Credit Commitments, the corresponding obligations to participate in L/C Obligations and Swingline Loans) and the L/C Reimbursement Obligations are registered obligations and the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 2.14 and Section 11.2 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any other promissory notes issued under the Loan Documents shall be, registered as to both principal related regulations (and any stated interest. successor provisions). Prima Facie Evidence. The entries made in a Register and in the accounts(d) maintained pursuant to clauses (a) and (b) If Lender sells a participation interest in the Loan, such Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of Treasury regulations. The entries in the Participant Register above shall be conclusive absent manifest errorerror and each Borrower, each Guarantor, the Administrative Agent, the Lenders and the L/C Issuers may treat each Person whose name is recorded in the Register or such accounts pursuant to the terms hereof as a Lender hereunder (or the owner of a participation hereunder, as applicable) for all purposes of this Agreement, notwithstanding notice to the contrary; provided, however, that no error in such account and no failure of any Lender or the Administrative Agent to maintain any such account shall affect the obligations of any Loan Party to repay the Loans in accordance with their terms. In addition, the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Participant applicable Register as the owner of such participation a Lender or L/C Issuer, as applicable, for all purposes of this Agreement notwithstanding Agreement. Information contained in the Register with respect to any notice to the contrary. (c) Lender or its designee, acting any L/C Issuer shall be available for this purpose solely as a non-fiduciary agent of Borrowers, shall maintain a register (the “Register”) for the recordation of the name and address of access by each LenderBorrower, the outstanding PrincipalAdministrative Agent, accrued and unpaid interest and other fees due it hereunder (any such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant to an assignment under Section 10.21 hereof. The Register shall be made available for inspection by Borrower or Lender such L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. The entries No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register shall be conclusive, absent manifest error, and Borrower and other than information with respect to such Lender shall treat each Person whose name is recorded in or L/C Issuer unless otherwise agreed by the Register pursuant to the terms hereof as the owner of any Borrower Obligation held by such holder, as indicated in the Register, for all purposes of this AgreementAdministrative Agent.