Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal, Currency, and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a register (the "Register") in which it shall record from time to time # the names, addresses and Commitment amounts of the Lenders, # the amount and Currency of each Advance made hereunder, # the amount and Currency of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and # the amount and Currency of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the Register maintained pursuant to this paragraph # shall be conclusive absent manifest error and the Company, 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; provided that the failure of any Lender or the Administrative Agent to maintain such Register or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement. Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained therein in the Register. The Register shall be available for inspection by the Company and any Lender at any reasonable time and from time to time upon reasonable prior notice. In the event of a conflict between the accounts maintained by the Lenders and the entries in the Register, the entries in the Register shall govern.

The Term Advances. Each Term Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each, a “Term Advance”) denominated in Dollars to the Company on the Closing Date in an aggregate amount equal to such Lender’s Term Commitment. The Term Borrowings shall consist of Term Advances of the same Type made simultaneously by the Term Lenders ratably according to their Term Commitments. Amounts borrowed under this [Section 2.01(c)] and repaid or prepaid may not be reborrowed.

The Advances shall only be used by the Loan Parties for growth capital to support the development and marketing of software and solutions, for Retiring Debt and for general working capital purposes; provided that the Advance shall not be used to pay or satisfy any tax obligations of the Loan Parties other than tax obligations incurred in the ordinary course of business.

Advances. Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, 1204724.01-CHISR02A - MSW

Making the Advances. If the Lenders are required to make an Advance to the Company as provided in [Section 2.03], then each Lender shall make such Advance on the proposed date thereof by wire transfer in the applicable Currency of immediately available funds to the Collateral Agent for deposit to the Collection Account, or, if such Advances are denominated in a Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and prepay Advances. During the Reinvestment Period, the Company may prepay and reborrow any or all of the Revolving Amount. After the Reinvestment Period, once drawn, Advances may not be reborrowed.

Evidence of the Advances. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Company to such Lender resulting from each Advance made by such Lender, including the amounts of principal, Currency, and interest payable and paid to such Lender from time to time hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices a register (the "Register") in which it shall record from time to time # the names, addresses and Commitment amounts of the Lenders, # the amount and Currency of each Advance made hereunder, # the amount and Currency of any principal or interest due and payable or to become due and payable from the Company to each Lender hereunder and # the amount and Currency of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof. The entries made in the Register maintained pursuant to this paragraph # shall be conclusive absent manifest error and the Company, 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; provided that the failure of any Lender or the Administrative Agent to maintain such Register or any error therein shall not in any manner affect the obligation of the Company to repay the Advances in accordance with the terms of this Agreement. Upon its receipt of a duly completed assignment and assumption executed by an assigning Lender and an assignee, the Administrative Agent shall accept such assignment and assumption and record the information contained therein in the Register. The Register shall be available for inspection by the Company and any Lender at any reasonable time and from time to time upon reasonable prior notice. In the event of a conflict between the accounts maintained by the Lenders and the entries in the Register, the entries in the Register shall govern.

The Agent shall open and maintain, in accordance with its usual practice, accounts evidencing the Obligations; and the information entered in such accounts shall constitute prima facie evidence of the Obligations. The Agent may, but shall not be obliged to, request the Borrower to execute and deliver promissory notes from time to time as additional evidence of the Obligations, in form and substance satisfactory to the Agent acting reasonably.

Making the Advances. If the Lenders are required to make an Advance to the Company as provided in Section 2.03, then each Lender shall make such Advance on the proposed date thereof by wire transfer in the applicable Currency of immediately available funds to the Collateral Agent for deposit to the Collection Account, or, if such Advances are denominated in a Permitted Non-USD Currency, the applicable Permitted Non-USD Currency Account. Each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Company to repay such Advance in accordance with the terms of this Agreement. Subject to the terms and conditions set forth herein, the Company may borrow and prepay Advances. During the Reinvestment Period, the Company may prepay and reborrow any or all of the Revolving Amount. After the Reinvestment Period, once drawn, Advances may not be reborrowed.

The Agent shall open and maintain, in accordance with its usual practice, accounts evidencing the Obligations; and the information entered in such accounts shall constitute prima facie evidence of the Obligations absent manifest error. The Agent may, but shall not be obliged to, request the Borrower to execute and deliver promissory notes from time to time as additional evidence of the Obligations, in form and substance satisfactory to the Agent acting reasonably.

Advances. Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office for the account of the applicable Borrower as specified in [Section 3.17(b)], or in such other manner as the Administrative Agent may specify in writing, by 12:00 Noon on the date specified in the applicable Notice of Borrowing. Such borrowing will then be made available to the applicable Borrower by the Administrative Agent by crediting the account designated by the applicable Borrower with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.