Common use of The Register Clause in Contracts

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each LenderXxxxxx’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderXxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.22 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.22 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrowers, shall maintain at its address referred to in Section 13.09 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrowers, a “Register”), which any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor Borrowers hereunder and each Lender’s ratable 's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrowers. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be final, conclusive and binding upon the Borrowers for all purposes, absent manifest error, and each Borrower and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent to record and registered in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. Administrative Agent, acting for these purposes solely as an agent of Borrower (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees under Section 10.3), shall maintain (and make available for inspection by Borrower and each Lender (solely as it relates to such Lender’s Commitments) upon reasonable prior notice at reasonable times) at its address referred to in Section 10.8, which address shall be in the United States, a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Term Loan and Revolving Loans, of each Lender from time to time (each, a the “Register”). Borrower, which Administrative Agent and Lenders shall include a master account deem and a subsidiary account treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be prima facie evidence thereof, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and, to the extent Administrative Agent has received notice of participation, Participants and the respective amounts of the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Tranche A Term Loan, Tranche B Term Loan, Revolving Loans and Swing Line Loans of each Lender and, to the extent Administrative Agent has received notice of participation, Participant from time to time (each, a the “Register”). Company, which shall include a master account Administrative Agent and a subsidiary account Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and any Joint-Lead Arranger upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Tranche A Term Loan, Tranche B Term Loan, Tranche C Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”). Company, which Administrative Agent and Lenders shall include a master account deem and a subsidiary account treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender) at its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loans, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”). Company, which shall include a master account Administrative Agent and a subsidiary account Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof, notwithstanding notice to the contrary; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be prima facie evidence of the amount matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company, Guarantors and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender) at its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loans, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”). Company, which shall include a master account Administrative Agent and a subsidiary account Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof, notwithstanding notice to the contrary; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be prima facie evidence of the amount matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. DIP Agent, acting for these purposes solely as agent of Borrowers (a) The Agent it being acknowledged that DIP Agent, in such capacity, and its officers, directors, employees, agents and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans Borrowers and Term Loan Commitments onlyDIP Lenders upon reasonable prior notice at reasonable times) at one of the offices of the Agent its address referred to in Section 14.8 at any reasonable time subsection 10.8 a register for the recordation of, and shall record, the names and addresses of DIP Lenders and Revolving A DIP Loan Commitment, Revolving B DIP Loan Commitment and Revolving A DIP Loans and Revolving B DIP Loans of each DIP Lender from time to time upon reasonable prior written notice(the "Register"). Any failure Borrowers, DIP Agent and DIP Lenders shall deem and treat the Persons listed as DIP Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan shall be owed to the DIP Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a DIP Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each DIP Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect thereof, and any such recordation shall be conclusive and binding on Borrowers, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any DIP Lender's records. Failure to make any recordation in the Register or in any DIP Lender's records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest DIP Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderhereunder, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each LenderLxxxxx’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, Obligations shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1814.19 and for Tax purposes only, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 14.19 shall be construed so that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each LenderXxxxxx’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderXxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) 155 and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Administrative Agent shall maintain at its ------------ address referred to in Section 13.08 a copy of each Assignment and Acceptance ------------- delivered to and accepted by it and a register (eachthe "Register") for the -------- recordation of the names and addresses of the Lenders and the Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower Borrowers or any other Obligor guarantor of the Obligations and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be -------- ------- obligated to deliver such statement more frequently than once a month. Each Register such statement shall be available for inspection deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower or any applicable Lender (with respect Borrowers. Notwithstanding anything to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record contrary contained in the applicable Registerprevious paragraph of this Section 13.01(c), or any error in doing so, shall not limit or otherwise affect the obligation of Loans (including the Borrower hereunder (or under any Loan DocumentNotes evidencing such Loans) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title title, and interest of any Lender the Lenders and their assignees in and to such Term Loans as the case may be, shall be transferable transferrable only upon notation of such transfer in the applicable Register. Upon A Note shall only evidence the request of Lender's or an assignee's right title and interest in and to the related Loan, and in no event is any Lender, the Borrower shall execute and deliver such Note to such Lender be considered a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts bearer instrument or recordsobligation. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this This Section 13.18, the Agent 13.01(c) shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend construed so that the Term Loans will be treated as are at ---------------- all times maintained in “"registered form” " within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and or any other relevant or successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 13.01(e) and for tax purposes only, the ---------------- Administrative Agent shall act as the Borrower's agent for purposes maintaining such notations of transfer in the Register. No transfer by a Lender or an assignee of any of the Loans shall be permitted or effective unless and until recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the Agents, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

The Register. (a) The DIP Administrative Agent shall maintain at its address referred to in Section 12.10 a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount copy of each Assignment and Acceptance delivered to and accepted by it and a register (the parties thereto, (iii"Register") for the amount recordation of the names and addresses of the DIP Lenders and the Commitment of each DIP Lender from time to time and whether such DIP Lender is an original DIP Lender or the assignee of another DIP Lender pursuant to an Assignment and Acceptance. The DIP Administrative Agent shall incur no liability of any principal or stated interest due and payable or kind to become due and payable from the Borrower to each any GC Party, any DIP Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereofPerson with respect to its maintenance of the Register or the recordation of information therein. Each The Register shall be available for inspection by the Borrower Borrowers or any applicable DIP Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the DIP Administrative Agent to record and registered in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect . Notwithstanding anything to the Term contrary contained in the previous paragraph of this Section 12.01(c), the DIP Loans or provide (including the basis for any claim against the Agent. The Term Loans Note evidencing such DIP Loans) are registered obligations and the right, title title, and interest of any Lender the DIP Lenders and their assignees in and to such Term DIP Loans as the case may be, shall be transferable transferrable only upon notation recordation of such transfer and of the transferee and its interest in and to the loans in the applicable Register. Upon the request No transfer by a DIP Lender or an assignee of any Lenderinterest in any of the DIP Loans shall be permitted or effective unless and until the transfer and the transferee's interest in the DIP Loan is recorded in the Register. In addition, notwithstanding anything to the contrary contained in Section 12.01(e), no sale of a participation 74 shall be permitted or effective unless and until such sale of a participating interest in principal and interest on the DIP Loan and any other amounts owing under this Agreement is recorded in the Register. In the case of a participation, the Borrower Register shall execute record the participant's interest in principal and deliver to interest on the DIP Loan and any other amounts owing under this Agreement that such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or recordsparticipant has purchased. Each Lender may attach schedules to its Note All recordations of transfer and endorse thereon of the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent transferee's interest shall be conclusive, absent manifest error, as to beneficial ownership of interests in the Borrower’s agent for purposes of maintaining DIP Loans. To the applicable Register (but extent that the Agent Note is issued in accordance with the terms hereof, it shall have no liability whatsoever only evidence the DIP Lender's or an assignee's right title and interest in and to the Borrower related DIP Loan, and in no event is any such Note to be considered a bearer instrument or any other Person on account of any inaccuracies contained in the applicable Register)obligation. The Obligors and the Agent intend This Section 12.0 1(c) shall be construed so that the Term DIP Loans will be treated as are at all times maintained in “"registered form” " within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and or any other relevant or successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 12.0 1(c) and for tax purposes only, the DIP Administrative Agent shall act as the Borrowers' agent for purposes of maintaining such notations of transfer and recordation of the beneficial ownership of the transferee in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the DIP Agent and the DIP Lenders may treat each Person whose name is recorded in the Register (other than a participant) as a DIP Lender hereunder for all purposes hereof.

The Register. (a) The Administrative Agent shall maintain a register (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower Borrowers or any other Obligor and each Lender’s ratable Pro Rata share thereof. Each The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Administrative Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Administrative Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower Borrowers hereunder (or under any Loan DocumentNote) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Administrative Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.185.8.2 and for tax purposes only, the Administrative Agent shall be the Borrower’s Borrowers’ agent for purposes of maintaining the applicable Register (but the Administrative Agent shall have no liability whatsoever to the any Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 5.8.2 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code of 1986, as amended, and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code of 1986, as amended, or such regulations).

The Register. Administrative Agent, acting for these purposes solely as a non-fiduciary agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its Related Parties shall constitute Indemnitees under subsection 10.3), shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or Company and any applicable Lender (with solely in respect to of its own entries and not that of any other Lender) upon reasonable prior notice) at its address referred to in subsection 10.7 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Revolving Loan Commitment, Term Loans and Term Loan Commitments onlyRevolving Loans (including principal and interest) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and each Lender from time to time upon reasonable prior written notice(the “Register” and each such Loan recorded thereon, a “Registered Loan”). Any failure Company, Administrative Agent and Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan shall be owed to the Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Borrower (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Borrower and Lenders upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (eachthe "Register"). Borrower, a “Register”), which Administrative Agent and Lenders shall include a master account deem and a subsidiary account treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted make available for inspection by it and the parties thereto, (iiiAdministrative Agent upon reasonable prior notice) the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereof's records. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender's records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Administrative Agent shall maintain at its address referred to in Section 13.08 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower Borrowers or any other Obligor Subsidiary Guarantor hereunder and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Company whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Company, within thirty (30) days after the date such statement is delivered to the Company, delivers to the Administrative Agent written notice of any objections which the Company may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Company. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company and each of its Subsidiaries, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Administrative Agent shall maintain a register (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender Borrowers hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower Borrowers or any other Obligor and each Lender’s ratable Pro Rata share thereof. Each The entries in the Register shall be conclusive, in the absence of manifest error, and Borrowers, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing such Loans recorded herein for all purposes of this Agreement. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by Administrative Agent to Borrowers marked “canceled.” The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Administrative Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Administrative Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower Borrowers hereunder (or under any Loan DocumentNote) to pay any amount owing with respect to the Term Loans Obligations or provide the basis for any claim against the Administrative Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender Lenders and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute Register and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments accordance with respect theretothis Agreement. Solely for purposes of this Section 13.185.9.3 and for tax purposes only, the Administrative Agent shall be the Borrower’s Borrowers’ agent for purposes of maintaining the applicable Register (but the Administrative Agent shall have no liability whatsoever to the any Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 5.9.3 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulationsregulations or other relevant provisions of Applicable Law).

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register (each, a the “Register”)) for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrower, which any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein subject to the Agents gross negligence or willful misconduct. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor Borrowers hereunder and each Lender’s ratable share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrowers. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be final, conclusive and binding upon the Borrowers for all purposes, absent manifest error, and the Borrowers and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent to record and registered in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each LenderXxxxxx’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderXxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. Administrative Agent, acting solely for these purposes as an agent of Company (aand such agency being solely for tax purposes) The (it being acknowledged that Administrative Agent (and any sub-agent), in such capacity, its Affiliates and its and its Affiliates’ partners, officers, directors, employees, agents, trustees and advisors shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times at its address referred to in subsection 10.8) a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Tranche A Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Incremental Term Loan Commitments, Incremental Revolving Loan Commitments, Tranche A Term Loans, Revolving Loans, Swing Line Loans, Incremental Term Loans and Incremental Revolving Loans of each Lender from time to time (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and . The entries in which accounts (taken together) the Register shall be recorded conclusive (i) absent manifest error), Company, Administrative Agent and Lenders shall deem and treat the date Persons listed as Lenders in the Register as the holders and amount owners of each Borrowing made hereunder, the Type of each Term corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan comprising such Borrowing shall be owed to the Lender listed in the Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide Commitments or any Obligations in respect of any Loans. In addition, Administrative Agent shall maintain on the basis for any claim against Register information regarding the Agent. The Term Loans are registered obligations designation, and the rightrevocation of designation, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such a Defaulting Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulationsas a Voting Defaulting Lender).

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Tranche B Term Loan Commitment, Bridge Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Tranche B Term Loan, Bridge Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”), which . Administrative Agent shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) make the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by Company and the Borrower or Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any applicable Lender (other Lender. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its own Term internal records the amount of its Loans and Term Loan Commitments only) at one and each payment in respect hereof, and any such recordation shall be prima facie evidence of the offices of contents thereof, absent manifest error, subject to the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record entries in the applicable Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. The Administrative Agent, acting for these purposes solely as a non-fiduciary agent of the Borrower (a) The Agent it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under Subsection 9.3), shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or any applicable Lender (with respect and by each Lender, but only as to its own Term information regarding the Loans and Term Loan Commitments onlymade by such Lender, upon reasonable prior notice at reasonable times) at one of the offices of the Agent its address referred to in Section 14.8 at any reasonable time Schedule 9.8 a register for the recordation of, and shall record, the names and addresses of the Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Subfacility, Revolving Loans and Swing Line Loans (and interest on each of the foregoing) of each Lender from time to time upon reasonable prior written notice(the “Register”). Any failure The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan, absent manifest error, shall be owed to the Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower subject to the entries in the Register, which shall govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. For purposes of this subsection 2.1D, any reference to a Lender shall be construed to include Issuing Lender. Administrative Agent, acting solely for these purposes as a non-fiduciary agent of the Borrowers (aand such agency being solely for tax purposes) The (it being acknowledged that Administrative Agent (and any sub-agent), in such capacity, its Affiliates and its Affiliates’ partners, officers, directors, employees, agents, trustees and advisors shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times at its address referred to in subsection 10.8) a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Incremental Term Loan Commitments, Incremental Revolving Loan Commitments, Revolving Loans, Swing Line Loans, Incremental Term Loans and Incremental Revolving Loans, Letters of Credit of, and Obligations owed to each Lender from time to time (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and . The entries in which accounts (taken together) the Register shall be recorded conclusive (i) the date and amount of each Borrowing made hereunderabsent manifest error), the Type Borrowers, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of each Term the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan comprising such Borrowing shall be owed to the Lender listed in the Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on the amount Borrowers, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide Commitments or any Obligations in respect of any Loans. In addition, Administrative Agent shall maintain on the basis for any claim against Register information regarding the Agent. The Term Loans are registered obligations designation, and the rightrevocation of designation, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such a Defaulting Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulationsas a Voting Defaulting Lender).

The Register. (a) The Administrative Agent shall maintain at its address referred to in Section 13.08 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, and by which Borrower the Type of each Term Loan comprising such Borrowing and any Interest Period applicable theretois made, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the each Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the any Borrower or any other Obligor Subsidiary Guarantor hereunder and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Company whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, that the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Company, within thirty (30) days after the date such statement is delivered to the Company, delivers to the Administrative Agent written notice of any objections that the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company and each of its Subsidiaries, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) Administrative Agent shall maintain, at its address referred to in Section 10.8, a register for the date recordation of the names and amount addresses of Lenders and the Commitment and Loans of each Borrowing made hereunder, Lender from time to time (the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof"Register"). Each The Register shall be available for inspection by the Borrower Borrower, any Lender or any applicable Lender (with respect to its own Term Loans Gaming Board and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 their respective agents at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the (ii) Administrative Agent to shall record in the applicable RegisterRegister the Commitment and the Loans from time to time of each Lender and each repayment or prepayment in respect of the principal amount of the Loans of each Lender. Any such recordation shall be presumed to be correct; provided that failure to make any such recordation, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation Borrower's Obligations in respect of the Borrower hereunder applicable Loans. (iii) Each Lender shall record on its internal records (including, without limitation, any Note held by such Lender) the amount of each Loan made by it and each payment in respect thereof. Any such recordation shall be presumed to be correct; provided that failure to make any such recordation, or under any error in such recordation, shall not affect Borrower's Obligations in respect of the applicable Loans; and provided, further that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall govern. (iv) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan Document) shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register as provided in Section 10.1B(ii). Prior to pay any amount owing such recordation, all amounts owed with respect to the Term Loans applicable Commitment or provide Loan shall be owed to the basis for Lender listed in the Register as the owner thereof, and any claim against the Agent. The Term Loans are registered obligations and the rightrequest, title and interest authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation conclusive and binding on any subsequent holder, assignee or transferee of such transfer in the applicable Registercorresponding Commitment or Loans. Upon the request of any Lender, the (v) Borrower shall execute and deliver hereby designates Administrative Agent to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the serve as Borrower’s 's agent solely for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever as provided in this Section 2.1D, and Borrower hereby agrees that, to the Borrower or any other Person on account of any inaccuracies contained extent Administrative Agent serves in the applicable Register). The Obligors such capacity, Administrative Agent and the Agent intend that the Term Loans will be treated as at its officers, directors, employees, agents and affiliates shall constitute Indemnitees for 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)purposes under Section 10.3.

The Register. For purposes of this subsection 2.1D, any reference to a Lender shall be construed to include Issuing Lender. Administrative Agent, acting solely for these purposes as a non-fiduciary agent of Company (aand such agency being solely for tax purposes) The (it being acknowledged that Administrative Agent (and any sub-agent), in such capacity, its Affiliates and its Affiliates’ partners, officers, directors, employees, agents, trustees and advisors shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times at its address referred to in subsection 10.8) a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Incremental Term Loan Commitments, Incremental Revolving Loan Commitments, Revolving Loans, Swing Line Loans, Incremental Term Loans and Incremental Revolving Loans, Letters of Credit of, and Obligations owed to each Lender from time to time (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and . The entries in which accounts (taken together) the Register shall be recorded conclusive (i) absent manifest error), Company, Administrative Agent and Lenders shall deem and treat the date Persons listed as Lenders in the Register as the holders and amount owners of each Borrowing made hereunder, the Type of each Term corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan comprising such Borrowing shall be owed to the Lender listed in the Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide Commitments or any Obligations in respect of any Loans. In addition, Administrative Agent shall maintain on the basis for any claim against Register information regarding the Agent. The Term Loans are registered obligations designation, and the rightrevocation of designation, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such a Defaulting Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulationsas a Voting Defaulting Lender).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderLxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Administrative Agent shall maintain at its address referred to in Section 13.08 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor Borrowers and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, deliver to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) 153 and 881(c)(2) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Administrative Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount copy of each Assignment and Acceptance delivered to and accepted by it and a register (the parties thereto, (iii"Register") for the amount recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any principal or stated interest due and payable or kind to become due and payable from the Borrower to each any Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereofPerson with respect to its maintenance of the Register or the recordation of information therein. Each The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent to record and registered in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect . Notwithstanding anything to the Term contrary contained in the previous paragraph of this Section 10.08(g), the Loans or provide (including the basis for any claim against the Agent. The Term Loans Notes evidencing such Loans) are registered obligations and the right, title and interest of any Lender the Lenders and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation recordation of such transfer and of the transferee and its interest in and to the Loans in the applicable Register. Upon the request No transfer by a Lender or an assignee of any Lender, interest in any of the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be permitted or effective unless and until the Borrower’s agent for purposes transfer and the transferee's interest in the Loan is recorded in the Register. All recordations of maintaining transfer and of the applicable Register (but transferee's interest shall be conclusive, absent manifest error, as to beneficial ownership of interests in the Agent Loans. A Note shall have no liability whatsoever only evidence the Lender's or an assignee's right, title and interest in and to the Borrower related Loan, and in no event is any such Note to be considered a bearer instrument or any other Person on account of any inaccuracies contained in the applicable Register)obligation. The Obligors and the Agent intend This Section 10.08(g) shall be construed so that the Term Loans will be treated as 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 related regulations (and or any other relevant or successor provisions of the Code or such regulations). Solely for purposes of this Section 10.08(g), and for tax purposes only, the Administrative Agent shall act as the Borrowers' agent for purposes of maintaining such notations of transfer and recordation of the beneficial ownership of the transferee in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register (other than a participant) as a Lender hereunder for all purposes hereof.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company, Guarantors and Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any other Lender) at its address referred to in subsection 10.8 a copy of each Assignment Agreement delivered to it and accepted by it as provided in subsection 10.1B(ii) and a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts (eachand any stated interest) of the Initial Term Loan Commitments and Initial Term Loans, a Incremental Term Loan Commitments and Incremental Term Loans, Extended Term Loans (of each Extension Series) and Refinancing Term Loan Commitments and Refinancing Term Loans (of each Refinancing Series), in each case of each Lender from time to time (the “Register”). Company, which shall include a master account Administrative Agent and a subsidiary account Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof, notwithstanding notice to the contrary; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be prima facie evidence of the amount matters recorded, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20 and for Tax purposes only, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.20 shall be construed so that the Term Loans will be treated as and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. The Administrative Agent, acting for these purposes solely as an agent of the Borrower (a) The Agent it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 9.3), shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or any applicable Lender (with respect and by each Lender, but only as to its own Term information regarding the Loans and Term Loan Commitments onlymade by such Lender, upon reasonable prior notice at reasonable times) at one of the offices of the Agent its address referred to in Section 14.8 at any reasonable time Schedule 9.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and Swing Line Loans of each Lender from time to time upon reasonable prior written notice(the “Register”). Any failure The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan shall be owed to the Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderhereunder, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, Obligations shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1814.19 and for Tax purposes only, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 14.19 shall be construed so that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken 211 together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA EquivalentTerm XXXXX Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The entries in the Register shall be conclusive absent manifest error. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Administrative Agent shall maintain maintain, at its address referred to in section 11.12, a register (each, a “Register”), which shall include a master account for the recordation of the names and a subsidiary account for each applicable Lender addresses of Lenders and in which accounts (taken together) shall be recorded (i) the date Commitments and amount Loans of each Borrowing made hereunder, Lender from time to time (the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof"Register"). Each The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 Party at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the The Administrative Agent to shall record in the applicable RegisterRegister the Commitment of each Lender (and any reduction thereof), the date, the amount and the interest rate of each of the Interim Loan Advances from time to time, and of the Basic Loans, of each Lender and the date and amount of each repayment or prepayment in respect of the principal amount of the Loans of each Lender. Any such recordation shall, absent manifest error, be conclusive and binding on the Borrowers and each Lender; provided that no failure to make any such recordation, nor any error in doing sosuch recordation, shall not limit affect any Lender's Commitment or otherwise the Borrowers' Obligations in respect of any applicable Loans. Each Lender shall record on its internal records (including the Note held by such Lender) the amount of each Loan made by it and each payment or prepayment in respect thereof. Any such recordation shall, absent manifest error, be conclusive and binding on the Borrowers; provided that no failure to make or error in making any such recordation shall affect any Lender's Commitment or the obligation Borrowers' Obligations in respect of any applicable Loans; and provided, further, that in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register shall govern. The Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Borrower hereunder (corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or under transfer of any such Commitment or Loan Document) shall be effective in any case unless and until a proper instrument of assignment effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent. Prior to pay any amount owing such recordation, all amounts owed with respect to the Term Loans applicable Commitment or provide Loan shall be owed to the basis for Lender listed in the Register as the owner thereof, and any claim against the Agent. The Term Loans are registered obligations and the rightrequest, title and interest authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of conclusive and binding on any Lendersubsequent holder, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts assignee or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) transferee of the Code and any related regulations (and any other relevant corresponding Commitment or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain at its address referred to in Section 13.10 a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount copy of each Assignment and Acceptance delivered to and accepted by it and a register (the parties thereto, (iii“Register”) for the amount recordation of the names and addresses of the Lenders and the Term Loan Commitment and Revolving Loan Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any principal or stated interest due and payable or kind to become due and payable from the Borrower to each Borrower, any Loan Party, any Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor Person with respect to its maintenance of the Register or the recordation of information therein. The Administrative Agent will render a monthly statement of such accounts to the Borrower. Each such statement shall be deemed final, binding and conclusive upon the Borrower and the other Loan Parties in all respects as to all matters reflected therein (absent manifest error) unless the Borrower, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrower may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower. The entries in the Register shall be final, conclusive and binding upon the Borrower and the other Loan Parties for all purposes, absent manifest error, and the Borrower, each of its Subsidiaries and each Lender’s ratable share thereofother Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. Each The Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure No assignment of the Agent to record in the applicable Registerany Term Loan Commitment, Revolving Loan Commitment, Loan or Note, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may betherein, shall be transferable only upon notation of such transfer effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent and registered in the applicable Register. Upon the request of any LenderThis Section 13.01(c) shall be construed so that all Term Loan Commitments, the Borrower shall execute and deliver to such Lender a Note payable to such LenderRevolving Loan Commitments, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18Notes, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or and any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as interest therein, are maintained at all times maintained in “registered form” within the meaning of Sections sections 163(f), 871(h)(2871(h) and 881(c)(2881(c) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations)Code.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderXxxxxx made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderXxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA EquivalentTerm XXXXX Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).. (b) In the event that any Lender sells participations in any Loan, Commitment or other interest of such Lender hereunder or under any other Loan Document, such Lender shall maintain a register on which it enters the name of all participants in the Obligations held by it and the principal amount (and stated interest thereon) of the portion of the Obligations which is the subject of the participation (the “Participant Register”). An Obligation may be participated in whole or in part only by registration of such participation on the Participant Register (and each note shall expressly so provide). Any participation of such Obligations may be effected only by the registration of such participation on the Participant Register. 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. The Participant Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. For the avoidance of doubt the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. 181 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such LenderXxxxxx, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices office of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any LenderLender made through the Agent, the Borrower shall execute and deliver to such Lender (through the Agent) a Note payable to such Lender, which shall evidence such LenderXxxxxx’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.20, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans and Letters of Credit will be treated as at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulations).

The Register. (aThe Administrative Agent, acting as agent for the Lenders and, solely for the purposes of Treasury Regulation Section 5f.103-1(c) The Agent under this Section 13.01(c), the Borrowers, shall maintain at its address referred to in Section 13.08 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor Borrowers and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto, provided, however, the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, deliver to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent Administrative Agent, acting for this purpose ------------ as agent for the Borrower, shall maintain at its address referred to in Section ------- 13.10 a copy of each Assignment and Acceptance delivered to and accepted by it ----- and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrower, a “Register”)any Loan Party, which any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor hereunder and each Lender’s ratable 's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrower. Each such statement shall be deemed final, binding and conclusive upon the Borrower and the other Loan Parties in all respects as to all matters reflected therein (absent manifest error) unless the Borrower, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrower may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower. The entries in the Register shall be final, conclusive and binding upon the Borrower and the other Loan Parties for all purposes, absent manifest error, and the Borrower, each of its Subsidiaries and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure No assignment of the Agent to record in the applicable Registerany Commitment, Loan or Note, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may betherein, shall be transferable only upon notation of such transfer effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent and registered in the applicable Register. Upon the request of any LenderThis Section 13.01(c) shall be construed ---------------- so that all Commitments, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18Notes, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or and any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as interest therein, are maintained at all times maintained in “"registered form” " within the meaning of Sections sections 163(f), 871(h)(2871(h) and 881(c)(2881(c) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations)Code.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain (and make available for inspection by Company and Lenders upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”), which . Swing Line Lender shall include a master account provide Administrative Agent (and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or any applicable Lender (with respect to Company upon reasonable prior notice at reasonable times) a copy of its own Term register of Swing Line Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon Administrative Agent’s reasonable prior written noticerequest. Any failure Company, Administrative Agent and Lenders shall, absent manifest error, deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan shall be owed to the Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the entries in the Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as an agent of Borrowers (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.5), shall maintain (and make available for inspection by Borrowers upon reasonable prior notice at reasonable times) at its address referred to in subsection 10.10 a register for the recordation of, and shall record, the names and addresses of Lenders and the Revolving Loan Commitment, Offshore Revolving Loan Commitment, Swing Line Loan Commitment, any Additional Offshore Revolving Loan Commitment, any New Term Loan Commitment, Revolving Loans, Offshore Revolving Loans, Swing Line Loans, any Additional Offshore Revolving Loans and any New Term Loans of each Lender from time to time (each, a the “Register”). Borrowers, which Borrowers’ Agent, Administrative Agent and Lenders shall include a master account deem and a subsidiary account treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for each applicable Lender and in which accounts (taken together) all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be recorded (i) owed to the date and amount of each Borrowing made hereunder, Lender listed in the Type of each Term Loan comprising such Borrowing Register as the owner thereof; and any Interest Period applicable theretorequest, (ii) authority or consent of any Person who, at the effective date time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and amount binding on any subsequent holder, assignee or transferee of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of any principal or stated interest due its Loans and payable or to become due Commitments and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lenderpayment in respect hereof, and (iv) any such recordation shall be conclusive and binding on each Borrower, absent manifest error, subject to the amount entries in the Register, which shall, absent manifest error, govern in the event of any sum received by the Agent from the Borrower or inconsistency with any other Obligor and each Lender’s ratable share thereofrecords. Each Register shall be available for inspection by the Borrower or Failure to make any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record recordation in the applicable RegisterRegister or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. The Administrative Agent, acting for these purposes solely as a non-fiduciary agent of the Borrower (a) The Agent it being acknowledged that the Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 9.3), shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be make available for inspection by the Borrower or any applicable Lender (with respect and by each Lender, but only as to its own Term information regarding the Loans and Term Loan Commitments onlymade by such Lender, upon reasonable prior notice at reasonable times) at one of the offices of the Agent its address referred to in Section 14.8 at any reasonable time Schedule 9.8 a register for the recordation of, and shall record, the names and addresses of the Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Subfacility, Revolving Loans and Swing Line Loans (and interest on each of the foregoing) of each Lender from time to time upon reasonable prior written notice(the “Register”). Any failure The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Agent corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to record any Commitment or Loan, absent manifest error, shall be owed to the Lender listed in the applicable Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its internal records the amount of its Loans and Commitments and each payment in respect hereof, and any such recordation shall be conclusive and binding on the Borrower subject to the entries in the Register, which shall govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. Administrative Agent, acting for these purposes solely as a non-fiduciary agent of Borrower (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Revolving Loan Commitment, Swing Line Loan Commitment, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”), which . Administrative Agent shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) make the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by Borrower upon reasonable prior notice given to Administrative Agent by Borrower. Absent manifest error: Borrower, Administrative Agent and Lenders shall deem and treat the Borrower or any applicable Lender (Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its own Term internal records the amount of its Loans and Term Loan Commitments only) at one of and each payment in respect hereof, and any such recordation shall be conclusive and binding on Borrower, absent manifest error, subject to the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record entries in the applicable Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide Commitments or any Obligations in respect of any Loans. In addition, Administrative Agent shall maintain on the basis for any claim against Register information regarding the Agent. The Term Loans are registered obligations designation, and the rightrevocation of designation, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any a Defaulting Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made 200 hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The entries in the Register shall be conclusive absent manifest error. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrowers, shall maintain at its address referred to in Section 13.09 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from 130 time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrowers, a “Register”), which any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor Borrowers hereunder and each Lender’s ratable 's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrowers. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. The entries in the Register shall be final, conclusive and binding upon the Borrowers for all purposes, absent manifest error, and each Borrower and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of No assignment shall be effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent to record and registered in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain at its address referred to in Section 13.10 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (eachthe "Register") for the recordation of the names and addresses of the Lenders and the Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrower, a “Register”)any Loan Party, which any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor hereunder and each Lender’s ratable 's share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrower. Each such statement shall be deemed final, binding and conclusive upon the Borrower and the other Loan Parties in all respects as to all matters reflected therein (absent manifest error) unless the Borrower, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrower may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower. The entries in the Register shall be final, conclusive and binding upon the Borrower and the other Loan Parties for all purposes, absent manifest error, and the Borrower, each of its Subsidiaries and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure No assignment of the Agent to record in the applicable Registerany Commitment, Loan or Note, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may betherein, shall be transferable only upon notation of such transfer effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent and registered in the applicable Register. Upon the request of any LenderThis Section 13.01(c) shall be construed so that all Commitments, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18Notes, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or and any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as interest therein, are maintained at all times maintained in “"registered form” " within the meaning of Sections sections 163(f), 871(h)(2871(h) and 881(c)(2881(c) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations)Code.

The Register. (a) The Administrative Agent shall maintain a register (each, a the “Register”), which shall include a master account and a subsidiary account for each applicable Lender and each Borrower Group and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrowers within each Borrower Group to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the an Agent from the Borrowers within each Borrower Group or any other Obligor and each Lender’s ratable Pro Rata share thereof. Each The Register shall be available for inspection by the Borrower Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Administrative Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Administrative Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower Borrowers hereunder (or under any Loan DocumentNote) to pay any amount owing with respect to the Term Loans Obligations or provide the basis for any claim against the Administrative Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender Lenders and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute Register and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments accordance with respect theretothis Agreement. Solely for purposes of this Section 13.185.9.3 and for tax purposes only, the Administrative Agent shall be the Borrower’s Borrowers’ agent for purposes of maintaining the applicable Register (but the Administrative Agent shall have no liability whatsoever to the any Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 5.9.3 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any other relevant or successor provisions of the Internal Revenue Code or such regulationsregulations or other relevant provisions of Applicable Law).

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period or BA Equivalent Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower applicable Borrowers to each Lender hereunder or under the notes payable by the Borrower applicable Borrowers to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower applicable Borrowers or any other Obligor and each Lender’s ratable share thereof. The entries in the Register shall be conclusive absent manifest error. Each Register shall be available for inspection by the Borrower applicable Borrowers or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments interest only) at one of the respective offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record in the applicable Register, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower applicable Borrowers hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans Obligations and Letters of Credit are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans Obligations and Letters of Credit as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.1813.21 and for Tax purposes only, the Agent shall be the Borrower’s applicable Borrowers’ agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the any applicable Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend This Section 13.21 shall be construed so that the Term Loans will be treated as Obligations and Letters of Credit 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”), which . Administrative Agent shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) make the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or Company and the Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any applicable Lender (other Lender. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its own Term internal records the amount of its Loans and Term Loan Commitments only) at one and each payment in respect hereof, and any such recordation shall be prima facie evidence of the offices of contents thereof, absent manifest error, subject to the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record entries in the applicable Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent Administrative Agent, acting for this purpose as agent for the Borrower, shall maintain at its address referred to in Section 13.10 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (each, a the “Register”)) for the recordation of the names and addresses of the Lenders and the Revolving Loan Commitment of each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Administrative Agent shall incur no liability of any kind to the Borrower, which any Loan Party, any Lender or any other Person with respect to its maintenance of the Register or the recordation of information therein. The Register shall include a master control account and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iviii) the amount of any sum received by the Administrative Agent from the Borrower or any other Obligor hereunder and each Lender’s ratable share thereof. The Administrative Agent will render a monthly statement of such accounts to the Borrower. Each such statement shall be deemed final, binding and conclusive upon the Borrower and the other Loan Parties in all respects as to all matters reflected therein (absent manifest error) unless the Borrower, within thirty (30) days after the date such statement is rendered, delivers to the Administrative Agent written notice of any objections which the Borrower may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower. The entries in the Register shall be final, conclusive and binding upon the Borrower and the other Loan Parties for all purposes, absent manifest error, and the Borrower, each of its Subsidiaries and each other Loan Party, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure No assignment of the Agent to record in the applicable Registerany Revolving Loan Commitment, Loan or Note, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title and interest of any Lender and their assignees in and to such Term Loans as the case may betherein, shall be transferable only upon notation of such transfer effective unless and until the Assignment and Acceptance has been accepted by the Administrative Agent and registered in the applicable Register. Upon the request of any LenderThis Section 13.01(c) shall be construed so that all Revolving Loan Commitments, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18Notes, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or and any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as interest therein, are maintained at all times maintained in “registered form” within the meaning of Sections sections 163(f), 871(h)(2871(h) and 881(c)(2881(c) of the Code and any related regulations (and any other relevant or successor provisions of the Code or such regulations)Code.

The Register. Administrative Agent, acting for these purposes solely as an agent of Company (a) The Agent it being acknowledged that Administrative Agent, in such capacity, and its officers, directors, employees, agent and affiliates shall constitute Indemnitees under subsection 10.3), shall maintain at its address referred to in subsection 10.8 a register for the recordation of, and shall record, the names and addresses of Lenders and the respective amounts of the Term Loan Commitment, Revolving Loan Commitment, Swing Line Loan Commitment, Term Loan, Revolving Loans and Swing Line Loans of each Lender from time to time (each, a the “Register”), which . Administrative Agent shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) make the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof. Each Register shall be available for inspection by the Borrower or Company and the Lenders upon reasonable prior notice at reasonable times, provided that a Lender shall only be entitled to inspect its own entry in the Register and not that of any applicable Lender (other Lender. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof; all amounts owed with respect to any Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof; and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. Each Lender shall record on its own Term internal records the amount of its Loans and Term Loan Commitments only) at one of and each payment in respect hereof, and any such recordation shall be conclusive and binding on Company, absent manifest error, subject to the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record entries in the applicable Register, which shall, absent manifest error, govern in the event of any inconsistency with any Lender’s records. Failure to make any recordation in the Register or in any Lender’s records, or any error in doing sosuch recordation, shall not limit or otherwise affect the obligation of the Borrower hereunder (or under any Loan Document) to pay any amount owing with respect to the Term Loans or provide the basis for Commitments or any claim against the Agent. The Term Loans are registered obligations and the right, title and interest Obligations in respect of any Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation of such transfer in the applicable Register. Upon the request of any Lender, the Borrower shall execute and deliver to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations)Loans.

The Register. (a) The Agent shall maintain a register (each, a “Register”), which shall include a master account and a subsidiary account for each applicable Lender and in which accounts (taken together) shall be recorded (i) Administrative Agent shall maintain, at its address referred to in subsection 10.8, a register for the date recordation of the names and amount addresses of Lenders and the Commitments and Loans of each Borrowing made hereunder, Lender from time to time (the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower to each Lender hereunder or under the notes payable by the Borrower to such Lender, and (iv) the amount of any sum received by the Agent from the Borrower or any other Obligor and each Lender’s ratable share thereof"Register"). Each The Register shall be available for inspection by the Borrower Company or any applicable Lender (with respect to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the (ii) Administrative Agent to shall record in the applicable RegisterRegister the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment and Revolving Loan Commitment and the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans and Revolving Loans from time to time of each Lender, the Swing Line Loan Commitment and the Swing Line Loans from time to time of Swing Line Lender, and each repayment or prepayment in respect of the principal amount of the Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or Revolving Loans of each Lender or the Swing Line Loans of Swing Line Lender. Any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided that failure to make any such -------- recordation, or any error in doing sosuch recordation, shall not limit affect any Lender's Commitments or otherwise Company's Obligations in respect of any applicable Loans. (iii) Each Lender shall record on its internal records (including the Notes held by such Lender) the amount of any Tranche A Term Loan, Tranche B Term Loan, Tranche C Term Loan and each Revolving Loan made by it and each payment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided that failure to make any such -------- recordation, or any error in such recordation, shall not affect any Lender's Commitments or Company's Obligations in respect of any applicable Loans; and provided further that in the obligation event of any inconsistency between the Register and ----- ------- any Lender's records, the recordations in the Register shall govern. (iv) Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Borrower hereunder (corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or under transfer of any such Commitment or Loan Document) shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii). Prior to pay any amount owing such recordation, all amounts owed with respect to the Term Loans applicable Commitment or provide Loan shall be owed to the basis for Lender listed in the Register as the owner thereof, and any claim against the Agent. The Term Loans are registered obligations and the rightrequest, title and interest authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender and their assignees in and to such Term Loans as the case may be, shall be transferable only upon notation conclusive and binding on any subsequent holder, assignee or transferee of such transfer in the applicable Registercorresponding Commitments or Loans. Upon the request of any Lender, the Borrower shall execute and deliver (v) Company hereby designates CIBC to such Lender a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this Section 13.18, the Agent shall be the Borrower’s serve as Company's agent solely for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever as provided in this subsection 2.1D, and Company hereby agrees that, to the Borrower or any other Person on account of any inaccuracies contained extent CIBC serves in the applicable Register)such capacity, CIBC and its officers, directors, employees, agents and Affiliates shall constitute Indemnitees for all purposes under subsection 10.3. The Obligors and the Agent intend that the Term Loans will be treated as 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 related regulations (and any other relevant or successor provisions of the Code or such regulations).E.

The Register. (a) The Administrative Agent shall maintain at its ------------ address referred to in Section 13.08 a copy of each Assignment and Acceptance ------------- delivered to and accepted by it and a register (eachthe "Register") for the -------- recordation of the names and addresses of the Lenders and the Commitment under each Loan of, a “Register”)and principal amount of the Loans under each facility owing to, which each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a master account control account, and a subsidiary account for each applicable Lender and Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of each Term Loan comprising such Borrowing and any Interest Period applicable thereto, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or stated interest due and payable or to become due and payable from the Borrower Borrowers to each Lender hereunder or under the notes payable by the Borrower to such LenderNotes, and (iv) the amount of any sum received by the Administrative Agent from the Borrower Borrowers or any other Obligor guarantor of the Obligations and each Lender’s ratable 's share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the -------- ------- Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each Register such statement shall be available for inspection deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrower or any applicable Lender (with respect Borrowers. Notwithstanding anything to its own Term Loans and Term Loan Commitments only) at one of the offices of the Agent referred to in Section 14.8 at any reasonable time and from time to time upon reasonable prior written notice. Any failure of the Agent to record contrary contained in the applicable Registerprevious paragraph of this Section 13.01(c), or any error in doing so, shall not limit or otherwise affect the obligation of Loans (including the Borrower hereunder (or under any Loan DocumentNotes evidencing such Loans) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against the Agent. The Term Loans are registered obligations and the right, title title, and interest of any Lender the Lenders and their assignees in and to such Term Loans as the case may be, shall be transferable transferrable only upon notation of such transfer in the applicable Register. Upon A Note shall only evidence the request of Lender's or an assignee's right title and interest in and to the related Loan, and in no event is any Lender, the Borrower shall execute and deliver such Note to such Lender be considered a Note payable to such Lender, which shall evidence such Lender’s Term Loans in addition to such accounts bearer instrument or recordsobligation. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Term Loans and payments with respect thereto. Solely for purposes of this This Section 13.18, the Agent 13.01(c) shall be the Borrower’s agent for purposes of maintaining the applicable Register (but the Agent shall have no liability whatsoever to the Borrower or any other Person on account of any inaccuracies contained in the applicable Register). The Obligors and the Agent intend construed so that the Term Loans will be treated as are at ---------------- all times maintained in “"registered form” " within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and or any other relevant or successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 13.01(e) and for tax purposes only, the ---------------- Administrative Agent shall act as the Borrower's agent for purposes maintaining such notations of transfer in the Register. No transfer by a Lender or an assignee of any of the Loans shall be permitted or effective unless and until recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the Agents, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.