Common use of Registry Clause in Contracts

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent Lender to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 12.17 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loansthe Loan. With respect to any LenderNoteholder, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any its interest in the Loan made pursuant to such Commitments and a Note shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Servicer with respect to ownership of such Commitments Loan and Loans a Note and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Note shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments the Loan and Loans a Note shall be recorded by the Administrative Agent Servicer on the Register only upon the acceptance by the Administrative Agent Servicer of a properly executed and delivered Assignment and Assumption Agreement pursuant Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to Section 12.8(c)time. Coincident At the assigning Noteholder’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Noteholder in the Administrative Agent for acceptance Loan and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableNote was assigned to such Assignee, the assigning or transferor Lender Noteholder shall surrender to Borrower its Note, if any, evidencing the Note evidencing such Loan, portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Noteholder one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Noteholder and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent Lender to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.9, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any its interest in the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Lender with respect to ownership of such Commitments and Loans Loan and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Note shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans the Loan shall be recorded by the Administrative Agent Lender on the Register only upon the acceptance by the Administrative Agent Lender of a properly executed and delivered Assignment and Assumption Agreement pursuant Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to Section 12.8(c)time. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender to Borrower its Note, if any, evidencing the Note evidencing such Loan, portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Lender one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent Lender to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.9, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any its interest in the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Lender with respect to ownership of such Commitments and Loans Loan and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Note shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans the Loan shall be recorded by the Administrative Agent Lender on the Register only upon the acceptance by the Administrative Agent Lender of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender to Borrower its Note, if any, evidencing the Note evidencing such Loan, portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Lender one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the BorrowerCompany’s obligations in respect of such Loans. Company, Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.13 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or New Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Term Commitments from time to time of each of the Lenders, 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 the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Term Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Term Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or New Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.17 12.10, to maintain a register at the Notice Office (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment by any LenderLender to an assignee pursuant to Section 13.11, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan Term Loans made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement Acceptance pursuant to Section 12.8(c)13.11. Coincident with the delivery of such an Assignment and Assumption Agreement Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loanany Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such LoanTerm Loans, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent in performing its duties under this Section 12.17Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. The Borrower Credit Parties hereby designates the Administrative Agent designate Lender, and Lender agrees, to serve as the Borrower’s agent, agent of the Credit Parties solely for purposes of this Section 12.17 9.11, to maintain a register at one of its offices (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans Revolving Credit Loan made by each of the Lenders Lender pursuant to this Agreement and each repayment in respect of the principal amount of the Loans of each Lenderthereof. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Credit Parties in respect of such Loansany Revolving Credit Loan. With respect to any Lender, the transfer of the Commitments of such Lender a Revolving Credit Loan (or any participation therein) and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Lender with respect to ownership of such Commitments and Loans and prior the Revolving Credit Loan. Prior to such recordation recordation, all amounts owing to the transferor with respect to such Commitments and Loans the Revolving Credit Loan shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Loans a Revolving Credit Loan shall be recorded by the Administrative Agent Lender on the Register only upon the acceptance by the Administrative Agent Lender of a properly executed and delivered Assignment assignment and Assumption Agreement assumption agreement pursuant to this Section 12.8(c)9.11. Coincident with the delivery of such an Assignment assignment and Assumption Agreement assumption agreement to the Administrative Agent Lender for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Credit Parties agree to indemnify the Administrative Agent Lender from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent Lender in performing its duties under this Section 12.179.11.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it will record the Commitments from time to time Commitment of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitments shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Loans and Principal Payments Schedule of the Administrative Agent date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Agents with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the LendersLender, the Loans made by each of the Lenders and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Loan Parties’ obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderAssignee in accordance with Section 8.4. The Borrower agrees Register shall be available for inspection by Loan Parties and/or any Lender at Agent’s New York City office, at the sole cost and expense of Loan Parties or such Lender, at any reasonable time and from time to indemnify the Administrative Agent from time and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17upon reasonable prior written notice.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 12.13 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.1712.13.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 12.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.15.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 13.14 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the any Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.9(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.1713.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 11.17, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.17.

Registry. The Borrower hereby designates the (a) Each Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the a “Register”) on which it will record the Commitments from time to time Commitment (if any) of the applicable Class of each of the LendersLender, the each Loan made by each Lender (including Loans made by each way of the Lenders Bankers’ Acceptances) and each repayment in respect of the principal amount of the Loans of each any such Loan made to such Lender. Failure to make any such recordation, or any error in Any such recordation by an Administrative Agent on a Register shall not affect the Borrower’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment (if any) of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.07(b). The registration of assignment or other transfer of all or part of any Commitments Commitments, Loans and Loans Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.8(c9.07(b). Coincident with Each Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the applicable Administrative Agent for acceptance inspection by the applicable Borrowers and registration of assignment or transfer of all or part of a Loanany applicable Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of any obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or transferor Lender all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) to such Borrower shall surrender the Note evidencing such Loan, and thereupon be evidenced by one or more new Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount then owing of such Loans to such assignor or transferor Lender shall be issued Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17time outstanding.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 SECTION 11.12 to maintain a register (the “Register”"REGISTER") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)SECTION 11.9. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17SECTION 11.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it will record the Commitments from time to time Commitment of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitments shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Loans and Principal Payments Schedule of the Administrative Agent date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “"Register”") on which it will record the Commitments from time to time Commitment of each Bank, each Loan made by such Bank to each Borrower, each repayment of the Lendersany Loan made by such Bank, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of each Bank's outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of each LenderCredit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s 's obligations hereunder in respect of the Loans made to such Loans. With Borrower and in respect to any Lender, the transfer of the Commitments Letters of Credit issued upon the request of such Lender and Borrower. (b) Each Borrower hereby agrees that, upon the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by request of the Administrative Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). The Note issued to each Bank pursuant to this Section 2.06(b) shall (i) be payable to the order of such Bank, (ii) be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.08 hereof, (v) be entitled to the benefits of this Agreement, and (vi)have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.14, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and -and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “"Register”") on which it will record the Commitments from time to time Commitment of each Bank, each Loan made by such Bank to each Borrower, each repayment of the Lendersany Loan made by such Bank, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of each Bank's outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of each LenderCredit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s 's obligations hereunder in respect of the Loans made to such LoansBorrower and in respect of the Letters of Credit issued upon the request of such Borrower. (a) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Borrowers hereby designates the Administrative designate Agent to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.17 12.16 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the any Borrower’s 's obligations in respect of such Loans; provided, however, the Borrowers may treat the persons recorded in the Register as a Lender for all purposes of this Agreement. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers agree to jointly and severally indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.16 except to the extent caused primarily by the gross negligence or willful misconduct of Agent. This Section 12.16 shall be construed so that the Loans are maintained in "registered form" within the meaning of Code Sections 163(f), 871(h)(2) and 881(c)(2).

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 7.16, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment assignment and Assumption Agreement assumption agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment assignment and Assumption Agreement assumption agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.177.16.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it will record the Commitments from time to time Commitment of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Xxxxxx, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Xxxxxx’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as #96109338v22 provided in the appropriate clause of Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitments shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Loans and Principal Payments Schedule of the Administrative Agent date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 11.12 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)11.9. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the to Borrower its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve shall, acting solely for such purpose as a non-fiduciary agent of the Borrower’s agent, solely for purposes maintain at one of this Section 12.17 to maintain its filing offices in the United States a register (the “Register”) on which it will record the Commitments from time to time Commitment of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount of the Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on the Register shall not affect the Borrower’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitments the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.8(c9.6(c). Coincident with The Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the Administrative Agent for acceptance inspection by the Borrower and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor any Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued at any reasonable time upon reasonable prior notice to the assigning or transferor Lender and/or the new LenderAdministrative Agent. The Borrower may not replace any Lender pursuant to Section 8.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to indemnify the Administrative Agent order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by such Lender, with interest as provided herein on the unpaid principal amount from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17time to time outstanding.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 12.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower Each of the Borrowers agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.15.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 10.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderAssignee. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under It is intended that this Section 12.1710.6 constitute a “book entry system” within the meaning of U.S. Treasury Regulation Section 1.871 14(c)(1)(i)(B) and shall be interpreted consistently therewith.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Agents with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and 248 Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates designate the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.17 (other than those caused by the gross negligence or willful misconduct of the Agent).

Registry. The Borrower Borrowers hereby designates designate the Administrative DIP Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.17 12.14, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment in respect of the principal amount of the Revolving Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers' obligations in respect of such Revolving Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative DIP Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative DIP Agent on the Register only upon the acceptance by the Administrative DIP Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative DIP Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower Borrowers agrees to indemnify the Administrative DIP Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative DIP Agent in performing its duties under this Section 12.1712.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section SECTION 12.17 to maintain a register (the “Register”"REGISTER") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section SECTION 12.8(c)) and no Assignment and Assumption Agreement shall be effective until so recorded. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section SECTION 12.17; PROVIDED, HOWEVER that the Administrative Agent shall not have the right to be so indemnified under this SECTION 12.17 for any loss, claim, damage, penalties, obligations, expense or liability to the extent it arises from the gross negligence or willful misconduct of the Administrative Agent as finally determined by a court of competent jurisdiction.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained -191- by the Administrative Agent Agents with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 13.17, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1713.17.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “"Register”") on which it will record the Commitments Revolving Commitment from time to time of each of the Lenders, 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 the such Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Revolving Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 1.06(d), to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.171.06(d).

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 7.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the BUSINESS.31606820.2 Administrative Agent Agents with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.12.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent. 151 158

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to covenants that it shall maintain a register (the “Register”) on which it will record the Commitments Com mitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal prin cipal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. Upon the written request of the Borrower, the Agent hereby agrees to use its reasonable efforts to provide to the Borrower such information, not otherwise available to the Borrower, as the Borrower shall reasonably request from time to time in order to enable it to fulfill its obligations pursuant to this Section 8.12 and the Borrower shall have no obligation to make any such recordation until it receives such requested information from the Agent. Without limiting the Borrower's obligations hereunder, the Borrower shall indemnify any Bank described in Section 4.04(b)(iii) or (iv) for any losses (including withholding of Taxes required) arising as a result of the Borrower's failure to comply with this Section 8.12. With respect re spect to any LenderBank described in Section 4.04(b)(iii) or (iv), (a) the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register register maintained by the Administrative Agent Borrower with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transferor and (b) the Borrower shall immediately record all such transfers when notified thereof by the transferor Bank and such transfer of all or part of any Commitments and Loans shall be recorded made only through (x) the surrender of a Note and the reissuance of such Note by the Administrative Agent on Borrower to the Register only upon new holder of the acceptance old Note or the issuance by the Administrative Agent Borrower of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement new Note to the Administrative Agent for acceptance new holder (the "Issuance System") or (y) a register maintained by the Borrower and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes referred to in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to first sentence of this Section (the assigning or transferor Lender and/or the new Lender"Book Entry System"). The Borrower agrees to indemnify the Administrative Agent any transferee Bank from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on(including, asserted against or incurred without limitation, any amounts paid by the Administrative Agent transferee to the transferor in performing its duties under this Section 12.17connection with the transfer and all amounts which would otherwise be owing to the transferee if the transfer had been properly recorded) resulting from the Borrower's failure to record any such transfer through either the Issuance System or the Book Entry System.

Registry. The Borrower hereby designates the (a) Each Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the a “Register”) on which it will record the Commitments from time to time Commitment of the applicable Class of each of the LendersLender, the each Loan made by each Lender (including Loans made by each way of the Lenders Bankers’ Acceptances) and each repayment in respect of the principal amount of the Loans of each any such Loan made to such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on a Register shall not affect the Borrower’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register maintained and otherwise complies with Section 13.07(b). Each Register shall be available at the offices where kept by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the applicable Administrative Agent for acceptance inspection by the Borrowers and registration of assignment or transfer of all or part of a Loanany Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of any Obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or transferor Lender all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) shall surrender the Note evidencing such Loan, and thereupon be evidenced by one or more new Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount then owing of such Loans to such assignor or transferor Lender shall be issued Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17time outstanding.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the any Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is 144 146 recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers agree to jointly and severally indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.17 SECTION 13.14 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the any Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(cSECTION 13.9(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.17SECTION 13.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each Lender, the portion each Disbursement of the Lenders, the Loans Loan made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Borrower Parties in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrowers shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 11.12, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c11.6(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.12.

Registry. (a) The Borrower hereby designates Warrant Agent shall maintain records and accounts concerning the Administrative Agent Warrants, whether Certificated Warrants or Uncertificated Warrants, which shall contain the information called for below with respect to serve each Warrant, together with such other information as may be required by law or as the Borrower’s agent, solely for purposes Warrant Agent may elect to record. All such information shall be kept in one set of this Section 12.17 accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to maintain a be so identified as such by an unaffiliated party) as the register (the “RegisterRegistry”) on of the Holders. The information to be entered for each account in the Registry shall include: (i) the name and address of the Holder, the date of Authentication thereof and the number Warrants; (ii) whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto, if any; (iii) whether such Warrant has been cancelled; and (iv) a register of transfers in which it will record all transfers of Warrants and the Commitments from time to date and other particulars of each transfer shall be entered. (b) Once an Uncertificated Warrant has been Authenticated, the information set forth in the Registry with respect thereto at the time of each Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the LendersWarrant Agent to make such minor error corrections, and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the Loans made by each full amount of all loss and expense (including reasonable legal fees of the Lenders Company and each repayment in respect the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a result of such error if but only if and only to the extent that such Holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the principal amount error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Loans of each Lender. Failure to make Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights obligation to the principal of, and interest on, Company or to the Warrant Agent. (c) The Holder of any Loan made pursuant to such Commitments shall not Global Warrant will be effective until such transfer the applicable Depositary or their respective nominees in whose name the Warrant is registered. The Warrant holdings of Agent Members or Book-Entry Only Participants will be recorded on the Register maintained books of the applicable Depositary. The beneficial interests in the Global Warrant held by customers of Agent Members or Book-Entry Only Participants will be reflected on the Administrative Agent with respect to ownership books and records of such Commitments Agent Member or Book-Entry Only Participant, and Loans and prior to such recordation all amounts owing will not be known to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableWarrant Agent, the assigning Company or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17either Depositary.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 SECTION 12.13 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section SECTION 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which 109 may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.17SECTION 12.13.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “"Register”") on which it will record the Commitments from time to time Commitment of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount of Administrative Agent on the Loans of each LenderRegister shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s 's obligations hereunder in respect of the Loans made to such LoansBorrower. (b) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall (i) be payable to the order of such Bank, (ii) be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.08 hereof, (v) be entitled to the benefits of this Agreement, and (iv) have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans (including, with respect to each Competitive Bid Loan, the maturity and interest rates applicable thereto) made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 11.17, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 7.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any the portions of the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 to maintain a ------------- register (the “"Register”") on which it will record the Commitments from time to -------- time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident --------------- with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section ------- 12.17.. -----

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the LendersLender, the Loans portion of any Earn-Out Disbursement made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan Earn-Out Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the to Borrower its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Assignee.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it will record the Commitments from time to time Commitment of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of any Loan made by such Lender. Any such recordation by the principal amount of Administrative Agent on the Loans of each LenderRegister shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such the Loans. With respect to any Lender. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitments shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Loans and Principal Payments Schedule of the Administrative Agent date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitments and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans shall remain owing to the transferor. The registration payments of assignment or transfer of all or part of any Commitments and Loans shall be recorded principal by the Administrative Agent Borrower shall not be affected by the failure to make a notation thereof on the Register only upon the acceptance by the Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17Principal Payments Schedule.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 11.12 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)11.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.13 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of 106 117 whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.13.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 SECTION 12.14 to maintain a register (the “Register”"REGISTER") on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. The entries in the Register shall be conclusive and binding, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)SECTION 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17SECTION 12.14 other than any of the foregoing arising from the gross negligence, willful misconduct or bad faith of Administrative Agent as determined by a court of competent jurisdiction in a final non-appealable judgment.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 11.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)11.9. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1711.12 except for those resulting solely from Agent’s willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 13.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1713.16 except for gross negligence or willful misconduct.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 13.16, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning -61- or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 10.14, to maintain a register (the “"Register”") on which it will record the Commitments from time to time outstanding credit exposure of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Term Loans and the PIK Loans of each Lenderthe Lenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments outstanding Loans of such Lender and the rights to the principal of, and interest on, any such Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register 108 maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c10.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1710.14.

Registry. (a) The Borrower hereby designates the Administrative Agent to serve shall, acting solely for such purpose as an agent of the Borrower’s agent, solely for purposes of this Section 12.17 to maintain a register (the “Register”) on which it will record the Commitments from time to time Commitment of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount of the Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on the Register shall not affect the Borrower’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitments the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.8(c9.6(c). Coincident with The Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the Administrative Agent for acceptance inspection by the Borrower and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor any Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued at any reasonable time upon reasonable prior notice to the assigning or transferor Lender and/or the new LenderAdministrative Agent. The Borrower may not replace any Lender pursuant to Section 8.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to indemnify the Administrative Agent order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by such Lender, with interest as provided herein on the unpaid principal amount from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17time to time outstanding.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 13.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1713.17.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 13.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.14, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 9.15, to maintain a register (the “"Register”") on which it will shall record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment assignment and Assumption Agreement assumption agreement pursuant to Section 12.8(c15.04(b). Coincident with the delivery of such an Assignment assignment and Assumption Agreement assumption agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.179.15.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.14, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Revolving Loans of -106- 113 each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.14.

Registry. The Borrower hereby designates the Administrative -------- Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 9.15, to maintain a register (the “"Register”") on which it will shall record the -------- Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment assignment and Assumption Agreement assumption agreement pursuant to Section 12.8(c15.04(b). Coincident with the delivery of such an Assignment assignment and Assumption Agreement assumption agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.179.15.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan 160 made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans (provided that, solely for the purposes of this Section 12.14, in the case of a transfer of rights to the principal of, and interest on any Loan, by a Lender to a Related Fund, such transfer shall be effective if such transfer is recorded on a comparable register maintained by the assigning Lender, on behalf of Administrative Agent for the benefit of Borrowers) and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans (except in the case of an assignment or transfer to a Related Fund) shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Each Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as -------- the Borrower’s 's agent, solely for purposes of this Section 12.17 12.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 7.12, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.177.12.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 13.16, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1713.16 except for gross negligence or willful misconduct.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The entries in the Register shall be conclusive in absence of manifest error and the Borrowers, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.1712.12.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, 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 the Borrower’s Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ non- fiduciary agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, 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 any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, 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 the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.