COMPLETED, SUBSTANTIALLY IN THE FORM OF EXHIBITS
A-1, A-2, A-3 AND A-4 OF SUCH LENDER'S REVOLVING LOANS, TERM A FACILITY LOANS,
TERM B FACILITY LOANS AND SWINGLINE LOANS, RESPECTIVELY; AND IN THE CASE OF ANY
NEW INCREMENTAL TERM LOANS, SUCH FORM OF PROMISSORY NOTE PROVIDED PURSUANT TO
THE APPLICABLE INCREMENTAL JOINDER AGREEMENT.
(B)
THE DATE, AMOUNT, TYPE, INTEREST RATE AND DURATION OF THE INTEREST
PERIOD (IF APPLICABLE) OF EACH LOAN OF EACH CLASS MADE BY EACH LENDER TO
BORROWER AND EACH PAYMENT MADE ON ACCOUNT OF THE PRINCIPAL THEREOF, SHALL BE
RECORDED BY SUCH LENDER (OR ITS NOMINEE) ON ITS BOOKS AND, PRIOR TO ANY TRANSFER
OF ANY NOTE EVIDENCING THE LOANS OF SUCH CLASS HELD BY IT, ENDORSED BY SUCH
LENDER (OR ITS NOMINEE) ON THE SCHEDULE ATTACHED TO SUCH NOTE OR ANY
CONTINUATION THEREOF; PROVIDED, HOWEVER, THAT THE FAILURE OF SUCH LENDER (OR ITS
NOMINEE) TO MAKE ANY SUCH RECORDATION OR ENDORSEMENT OR ANY ERROR IN SUCH
RECORDATION OR ENDORSEMENT SHALL NOT AFFECT THE OBLIGATIONS OF BORROWER TO MAKE
A PAYMENT WHEN DUE OF ANY AMOUNT OWING HEREUNDER OR UNDER SUCH NOTE.
(C)
BORROWER HEREBY DESIGNATES ADMINISTRATIVE AGENT TO SERVE AS ITS
AGENT, SOLELY FOR PURPOSES OF THIS SECTION 2.08, TO MAINTAIN A REGISTER (THE
"REGISTER") ON WHICH IT WILL RECORD THE NAME AND ADDRESS OF EACH LENDER, THE
COMMITMENT FROM TIME TO TIME OF EACH OF THE LENDERS, THE PRINCIPAL AMOUNT OF THE
LOANS MADE BY EACH OF THE LENDERS AND EACH REPAYMENT IN RESPECT OF THE PRINCIPAL
AMOUNT OF THE LOANS OF EACH LENDER.
FAILURE TO MAKE ANY SUCH RECORDATION OR ANY
ERROR IN SUCH RECORDATION SHALL NOT AFFECT BORROWER'S OBLIGATIONS IN RESPECT OF
SUCH LOANS.
THE ENTRIES IN THE REGISTER SHALL BE PRIMA FACIE EVIDENCE OF THE
INFORMATION NOTED THEREIN (ABSENT MANIFEST ERROR), AND THE PARTIES HERETO SHALL
TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF A LOAN
OR OTHER OBLIGATION HEREUNDER AS THE OWNER THEREOF FOR ALL PURPOSES OF THE
CREDIT DOCUMENTS, NOTWITHSTANDING ANY NOTICE TO THE CONTRARY.
THE REGISTER
SHALL BE AVAILABLE FOR INSPECTION BY BORROWER OR ANY LENDER AT ANY REASONABLE
TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
NO ASSIGNMENT SHALL BE
EFFECTIVE UNLESS RECORDED IN THE REGISTER.
SECTION 2.09.
OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF LOANS.
(A)
SUBJECT TO SECTION 4.04 AND THIS SECTION 2.09(A), BORROWER SHALL
HAVE THE RIGHT TO PREPAY LOANS (WITHOUT PREMIUM OR PENALTY, EXCEPT AS PROVIDED
IN SECTION 2.09(D)), OR TO CONVERT LOANS OF ONE TYPE INTO LOANS OF ANOTHER TYPE
OR TO CONTINUE LOANS OF ONE TYPE AS LOANS OF THE SAME TYPE, AT ANY TIME OR FROM
TIME TO TIME.
BORROWER SHALL GIVE ADMINISTRATIVE AGENT NOTICE OF EACH SUCH
PREPAYMENT, CONVERSION OR CONTINUATION AS PROVIDED IN SECTION 4.05 (AND, UPON
THE DATE SPECIFIED IN ANY SUCH NOTICE OF PREPAYMENT, THE AMOUNT TO BE PREPAID
SHALL BECOME DUE AND PAYABLE HEREUNDER).
EACH NOTICE OF CONVERSION OR
CONTINUATION SHALL BE
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SUBSTANTIALLY IN THE FORM OF