Common use of Registry Clause in Contracts

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 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”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assignee.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.79.9, 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 and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Lender with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer Lender on the Register only upon the acceptance by Servicer Lender of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Lender one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.79.9, 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 and the Note Sales Agreement from time to time (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Lender with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer Lender on the Register only upon the acceptance by Servicer Lender of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Lender one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. Borrower Company hereby designates Lender Administrative Agent to serve as BorrowerCompany’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.14 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 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 BorrowerCompany’s obligations in respect of such Loans. Company, Administrative Agent and the LoanLenders shall treat each registered holder as absolute owner. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower Company hereby designates Lender Administrative Agent to serve as BorrowerCompany’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.13 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or New Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower Company hereby designates Lender Administrative Agent to serve as BorrowerCompany’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the “Register”) on which it will record the Term Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Term Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Term Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Term Commitments and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or New Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. The Borrower hereby designates Lender the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.712.10, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for at the recordation Notice Office (the “Register”) on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Assignee, 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 Loan (or portions thereof) owing to, Term Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)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 LoanRegister 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 NoteholderLender to an assignee pursuant to Section 13.11, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note any Term Loans made shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan and a Note Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Note Term Loans shall remain owing to the transferor. The registration of a an assignment or transfer of all or part of the Loan and a Note any Term Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by pursuant to Section 13.11. Coincident with the assignor delivery of such an Assignment and assigneeAcceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. Such The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneeupon reasonable prior notice.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agents with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agents on the Register only upon the acceptance by Servicer such Administrative Agents of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned Assumption Agreement to such AssigneeAdministrative Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower The Credit Parties hereby designates designate Lender, and Lender agrees, to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, the agent of the Credit Parties solely for purposes of this Section 9.79.11, to maintain a register 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 each Revolving Credit Loan made by Lender pursuant to this Agreement and each repayment in respect of the principal amount thereof. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s the obligations of the Credit Parties in respect of the any Revolving Credit Loan. With respect to any NoteholderLender, the transfer of a Revolving Credit Loan (or any participation therein) and the rights to the principal of, and interest on, its interest in the any Revolving Credit Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer the Lender with respect to ownership of such Loan and a Note and prior the Revolving Credit Loan. Prior to such recordation recordation, all amounts owing to the transferor with respect to such Note the Revolving Credit Loan shall remain owing to the transferor. The registration of a an assignment or transfer of all or part of the a Revolving Credit Loan and a Note shall be recorded by Servicer Lender on the Register only upon the acceptance by Servicer Lender of a properly executed and delivered Assignment assignment and Acceptance by the assignor and assigneeassumption agreement pursuant to this Section 9.11. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment assignment and Acceptance pursuant assumption agreement to which an interest Lender for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Revolving Credit Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Credit Parties agree to indemnify 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 Lender in performing its duties under this Section 9.11.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ non-fiduciary agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Loan Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer such Administrative Agent of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment of each Assignment and Acceptance delivered to it and a register for Lender, each Loan made by such Lender, each repayment of any Loan made by such Lender, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)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 the LoanLoans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the request of the 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”). With 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 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 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 to any Noteholderthereof, each Lender 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Each Borrower hereby designates Lender the Administrative Agent to serve as such Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.14 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 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 Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, the LoanAdministrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Each Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.712.15, to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 12.15.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.14 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s Borrowers’ obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.13 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for (the recordation “Register”) on which it will record the Loans made by each of the names Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the any Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Note, the Note (if any) evidencing such Loan, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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) in performing its duties under this Section 12.13.

Registry. Borrower hereby designates Lender Agent shall maintain a register (the “Register”) on which Agent will record the Commitments from time to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy time of each Assignment and Acceptance delivered Lender, each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s Loan Parties’ obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note any disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the AssigneeAssignee in accordance with Section 8.4. The 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 time and upon reasonable prior written notice.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 11.12 to maintain at one of its offices a copy register (the "REGISTER") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to SECTION 11.9. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this SECTION 11.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) Each Administrative Agent shall 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 a “Register”) on which it will record the Commitment (if any) of the applicable Class of each Lender, each Loan made by each Lender (including Loans made by way of Bankers’ Acceptances) and each repayment of any such Loan made to such Lender. Any such recordation by an Administrative Agent on a Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the 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 this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register and otherwise complies with Section 9.07(b). The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption referred to in Section 9.07(b). Each Register shall be available at the offices where kept by the applicable Administrative Agent for inspection by the applicable Borrowers and any 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 any error in such recordation recordation, shall not affect Borrowerthe 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 all of such Lender’s obligations in respect Loans (other than Loans made by way of the Loan. With respect Bankers’ Acceptances) to any Noteholder, the transfer such Borrower shall be evidenced by one or more Notes of the rights such Borrower payable to the order of such Lender and representing the obligation of such Borrower to pay the unpaid principal ofamount of such Loans to such Borrower made by such Lender, and with interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded as provided herein on the Register maintained by Servicer with respect to ownership unpaid principal amount of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower Loans from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime outstanding.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.711.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Revolving Loan Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Revolving Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderBank, the transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Revolving Loan Commitment and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the any Revolving Loan Commitment and a Note Revolving Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Revolving Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 11.17.

Registry. Borrower The Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its the Borrowers’ agent, solely for purposes of this Section 9.7, 13.14 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for (the recordation “Register”) on which it will record the Loans made by each of the names Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the any Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.9(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Note, the Note (if any) evidencing such Loan, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrowers agree to indemnify 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) in performing its duties under this Section 13.14.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) Each Administrative Agent shall 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 a “Register”) on which it will record the Commitment of the applicable Class of each Lender, each Loan made by each Lender (including Loans made by way of Bankers’ Acceptances) and each repayment of any such Loan made to such Lender. Any such recordation by the Administrative Agent on a Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the 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 this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register and otherwise complies with Section 13.07(b). Each Register shall be available at the offices where kept by the applicable Administrative Agent for inspection by the Borrowers and any 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 any error in such recordation recordation, shall not affect Borrowerthe 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 all of such Lender’s obligations in respect Loans (other than Loans made by way of the Loan. With respect to any Noteholder, the transfer Bankers’ Acceptances) shall be evidenced by one or more Notes of the rights such Borrower payable to the order of such Lender and representing the obligation of such Borrower to pay the unpaid principal ofamount of such Loans to such Borrower made by such Lender, and with interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded as provided herein on the Register maintained by Servicer with respect to ownership unpaid principal amount of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower Loans from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime outstanding.

Registry. Each Borrower hereby designates Lender Agent to serve as such Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is 144 146 recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrowers agree to jointly and severally indemnify 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 Agent in performing its duties under this Section 12.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ non-fiduciary agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Loan Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer such Administrative Agent of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer BUSINESS.31606820.2 Administrative Agents with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agents on the Register only upon the acceptance by Servicer such Administrative Agents of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned Assumption Agreement to such AssigneeAdministrative Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agents with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note 248 Loans shall be recorded by Servicer Administrative Agents on the Register only upon the acceptance by Servicer such Administrative Agents of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned Assumption Agreement to such AssigneeAdministrative Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.710.14, to maintain at one of its offices a copy register (the "Register") on which it will record the outstanding credit exposure of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each AssigneeLenders, and each repayment in respect of the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof Term Loans and the Note Sales Agreement from time to time (PIK Loans of the “Register”)Lenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the outstanding Loans of such Lender and the rights to the principal of, and interest on, its interest in the any such Loan and a Note shall not be effective until such transfer is recorded on the Register 108 maintained by Servicer the Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 10.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 10.14.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to The Administrative Agent shall maintain at one of its offices a copy register (the "Register") on which it will record the Commitment 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 toBank, each Lender pursuant Loan made by such Bank to each Borrower and each repayment of any Loan made by such Bank. Any such recordation by the terms hereof 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 and the Note Sales Agreement from time to time (the “Register”)Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect each Borrower’s 's obligations hereunder in respect of the LoanLoans made to 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 Noteholderthereof, 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans (including, with respect to each Competitive Bid Loan, the maturity and addresses interest rates applicable thereto) made by each of the Banks and each Assignee, and repayment in respect of the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.77.16, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a an assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment assignment and Acceptance by the assignor and assigneeassumption agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment assignment and Acceptance pursuant assumption agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 7.16.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment of each Assignment and Acceptance delivered to it and a register for Lender, each Loan made by such Lender, each repayment of any Loan made by such Lender, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)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 the LoanLoans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the request of the 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”). With 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 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 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 to any Noteholderthereof, each Lender 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ non- fiduciary agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Loan Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer such Administrative Agent of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender (a) The Warrant Agent shall maintain records and accounts concerning the 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 Borrower’s agent, may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set of accounts and Lender hereby designates Servicer records which the Warrant Agent shall designate (in such manner as shall permit it to serve be so identified as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a such by an unaffiliated party) as the 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 “RegisterRegistry”)) of the Holders. Failure 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 all transfers of Warrants and the 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 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 Warrant Agent to make such minor error corrections, and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including reasonable legal fees of the Company and 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 error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the 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 Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights obligation to the principal of, and interest on, its interest Company or to the Warrant Agent. (c) The Holder of any Global Warrant will be the applicable Depositary or their respective nominees in whose name the Loan and a Note shall not Warrant is registered. The Warrant holdings of Agent Members or Book-Entry Only Participants will be effective until such transfer is recorded on the Register maintained books of the applicable Depositary. The beneficial interests in the Global Warrant held by Servicer with respect to ownership customers of Agent Members or Book-Entry Only Participants will be reflected on the books and records of such Loan Agent Member or Book-Entry Only Participant, and a Note and prior to such recordation all amounts owing will not be known to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such AssigneeWarrant Agent, the assigning Noteholder shall surrender Company or to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneeeither Depositary.

Registry. Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 12.13 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for (the recordation "Register") on which it will record the Loans made by each of the names Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the any Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to SECTION 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Note, the Note (if any) evidencing such Loan, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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) in performing its duties under this SECTION 12.13.

Registry. Each Borrower hereby designates Lender the Administrative Agent to serve as Borrowersuch B▇▇▇▇▇▇▇’s agent, and Lender hereby designates Servicer to serve as its non-fiduciary agent, solely for purposes of this Section 9.7, 12.14 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 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 Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, the LoanAdministrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to 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, 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 and assigneeor transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Such The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime upon reasonable prior notice.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as such Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Revolving Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect such Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Revolving Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Revolving Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Revolving Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Revolving Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.71.06(d), to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAgreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment Agreement to the Administrative Agent for acceptance and Acceptance pursuant to which an interest registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 1.06(d).

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.713.16, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing toLoans of each Lender. The entries in the Register shall be conclusive, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)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 the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 13.16 except for gross negligence or willful misconduct.

Registry. The Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to covenants that it shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for on which it will record 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 Com mitments from time to time (of each of the “Register”)Banks, the Loans made by each of the Banks and each repayment in respect of the prin cipal amount of the Loans of each Bank. 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 Loanwritten 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 NoteholderBank described in Section 4.04(b)(iii) or (iv), (a) the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register register maintained by Servicer the Borrower with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferortransferor and (b) the Borrower shall immediately record all such transfers when notified thereof by the transferor Bank and such transfer shall be made only through (x) the surrender of a Note and the reissuance of such Note by the Borrower to the new holder of the old Note or the issuance by the Borrower of a new Note to the new holder (the "Issuance System") or (y) a register maintained by the Borrower and referred to in the first sentence of this Section (the "Book Entry System"). The registration of a transfer of Borrower agrees to indemnify any transferee Bank from and against any and all or part of the Loan losses, claims, damages and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance liabilities (including, without limitation, any amounts paid by the assignor and assignee. Such Register shall be available for inspection by Borrower from time transferee to time. At the assigning Noteholder’s option, concurrently transferor in connection with the delivery of an Assignment transfer and Acceptance pursuant to all amounts which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding would otherwise be owing to the interest so transferred and Borrower shall deliver transferee if the transfer had been properly recorded) resulting from the Borrower's failure to Noteholder one record any such transfer through either the Issuance System or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneeBook Entry System.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.13 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this Section 12.13.

Registry. Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 12.14 to maintain at one of its offices a copy register (the "REGISTER") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing toLoans of each Lender. The entries in the Register shall be conclusive and binding, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to SECTION 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 in performing its duties under this SECTION 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 Lender the Administrative -------- Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.79.15, to maintain at one of its offices a copy register (the "Register") on which it shall record the -------- Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a an assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment assignment and Acceptance by the assignor and assigneeassumption agreement pursuant to Section 15.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment assignment and Acceptance pursuant assumption agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 9.15.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers' agent, solely for purposes of this Section 9.7, 12.14 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s Borrowers' obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.77.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender and Acceptance delivered each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note any disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. The Borrower hereby designates Lender the Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.713.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Revolving Loan Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Revolving Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderBank, the transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer the Agent with respect to ownership of such Revolving Loan Commitment and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the any Revolving Loan Commitment and a Note Revolving Loans shall be recorded by Servicer the Agent on the Register only upon the acceptance by Servicer the Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Revolving Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. The Borrower agrees to indemnify the 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 Agent in performing its duties under this Section 13.17.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.77.12, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 7.12.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the "Register") on which it will record the Commitment of each Assignment and Acceptance delivered Bank, each Loan made by such Bank to it and a register for each Borrower, each repayment of any Loan made by such Bank, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Bank's outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect each Borrower’s 's obligations hereunder in respect of the LoanLoans made to such Borrower and in respect of the Letters of Credit issued upon the request of such Borrower. (b) Each Borrower hereby agrees that, upon the 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"). 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 (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 to any Noteholderthereof, 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall 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 Commitment of each Lender, each Loan made by such Lender and each repayment of any Loan made by such Lender. 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 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 the LoanLoans. (b) The Borrower hereby agrees that, upon the request of the 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”). With 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 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 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 to any Noteholderthereof, each Lender 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 11.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this Section 11.12 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 Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy ------------- register (the "Register") on which it will record the Commitments from time to -------- time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident --------------- with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assignee.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. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.77.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender and Acceptance delivered each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the portions of the Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. Borrower The Borrowers hereby designates Lender designate Agent to serve as such Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.16 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Borrower’s 's obligations in respect of such Loans; provided, however, the LoanBorrowers may treat the persons recorded in the Register as a Lender for all purposes of this Agreement. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrowers agree to jointly and severally indemnify 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 Agent in performing its duties under this Section 12.16 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 Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.14, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Revolving Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Revolving Commitments and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Revolving Commitments and a Note Revolving Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAgreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment Agreement to the Administrative Agent for acceptance and Acceptance pursuant to which an interest registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Revolving Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 12.14.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.713.16, to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment of each Assignment and Acceptance delivered to it and a register for Lender, each Loan made by such Lender, each repayment of any Loan made by such L▇▇▇▇▇, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Upon request of any Lender, the Administrative Agent shall deliver to such Lender a copy of the Register. Each Lender shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)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 the LoanLoans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the request of the Administrative Agent if so instructed by any Lender at any time, such L▇▇▇▇▇’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). With 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 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 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 to any Noteholderthereof, each Lender 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Each Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.712.15, to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. 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 12.15.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.710.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender and Acceptance delivered each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee. It is intended that this Section 10.6 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. Borrower The Borrowers hereby designates Lender designate the DIP Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its the Borrowers' agent, solely for purposes of this Section 9.712.14, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Revolving Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s the Borrowers' obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the DIP Agent with respect to ownership of such Loan Commitments and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Revolving Loans shall be recorded by Servicer the DIP Agent on the Register only upon the acceptance by Servicer the DIP Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the DIP Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrowers agrees to indemnify the 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 DIP Agent in performing its duties under this Section 12.14.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 12.17 to maintain at one of its offices a copy register (the "REGISTER") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor Assumption Agreement pursuant to SECTION 12.8(c) and assignee. Such Register no Assignment and Assumption Agreement shall be available for inspection by Borrower from time to timeeffective until so recorded. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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; 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. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.12 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 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 Borrowerany Credit Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained -191- by Servicer Administrative Agents with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agents on the Register only upon the acceptance by Servicer such Administrative Agents of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available 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 inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned Assumption Agreement to such AssigneeAdministrative Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assignee.new Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this Section 12.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent. 151 158

Registry. Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note 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 a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 in performing its duties under this Section 12.12.

Registry. The Borrower hereby designates Lender designate the Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Agent on the Register only upon the acceptance by Servicer the Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. The Borrower agree to indemnify the 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 Agent in performing its duties under this Section 12.17 (other than those caused by the gross negligence or willful misconduct of the Agent).

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 11.12 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.9. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this Section 11.12 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 Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.79.15, to maintain at one of its offices a copy register (the "Register") on which it shall record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a an assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment assignment and Acceptance by the assignor and assigneeassumption agreement pursuant to Section 15.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment assignment and Acceptance pursuant assumption agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 9.15.

Registry. Borrower The Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its the Borrowers' agent, solely for purposes of this Section 9.7, SECTION 13.14 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for (the recordation "Register") on which it will record the Loans made by each of the names Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the any Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to SECTION 13.9(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Note, the Note (if any) evidencing such Loan, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrowers agree to indemnify 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) in performing its duties under this SECTION 13.14.

Registry. Borrower hereby designates Lender Agent shall maintain a register (the “Register”) on which Agent will record the Commitments from time to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy time of each Assignment and Acceptance delivered to it and a register for Lender, the recordation portion each Disbursement of the names Loan made by each Lender and addresses of each Assignee, and repayment with respect to the principal amount of the Loan (or portions thereof) owing to, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s the obligations of the Borrower Parties in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note any Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower Borrowers shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.711.12, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.6(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 11.12.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.713.16, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder -61- or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.713.16, to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing toLoans of each Lender. The entries in the Register shall be conclusive, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)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 the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 13.16 except for gross negligence or willful misconduct.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers' agent, solely for purposes of this Section 9.7, 12.14 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s Borrowers' obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note 160 made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and Loans (provided that, solely for the purposes of this Section 12.14, in the case of a Note 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 Note 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 a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Each Borrower agrees to indemnify 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 in performing its duties under this Section 12.14.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.713.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 13.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 13.17.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.14 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, Administrative Agent and the LoanLenders shall treat each registered holder as absolute owner. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.14, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Revolving Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of -106- 113 each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Revolving Commitments and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Revolving Commitments and a Note Revolving Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAgreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment Agreement to the Administrative Agent for acceptance and Acceptance pursuant to which an interest registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Revolving Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. 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 12.14.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.14, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew 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 12.14.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment of each Assignment and Acceptance delivered to it and a register for Lender, each Loan made by such Lender, each repayment of any Loan made by such ▇▇▇▇▇▇, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)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 the LoanLoans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the request of the Administrative Agent if so instructed by any Lender at any time, such ▇▇▇▇▇▇’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). With 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 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 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 to any Noteholderthereof, each Lender 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 11.12 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.9. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify 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 Agent in performing its duties under this Section 11.12 except for those resulting solely from Agent’s willful misconduct and/or gross negligence in the performance of such duties.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.79.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender and Acceptance delivered each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent(a) The Administrative Agent shall, and Lender hereby designates Servicer to serve as its agent, acting solely for purposes such purpose as a non-fiduciary agent of this Section 9.7the Borrower, to maintain at one of its filing offices a copy of each Assignment and Acceptance delivered to it and in the United States 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 Commitment of each Lender, each Loan made by such Lender and each repayment of any Loan made by such Lender. Any such recordation by the Administrative Agent on the Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and otherwise complies with Section 9.6(c). The registration of assignment or other transfer of all or part of the Commitment, Loans and 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 referred to in Section 9.6(c). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative 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 recordation, shall not affect Borrower’s the obligations in respect of the Loan. With respect to Borrower or any NoteholderLender under the Loan Documents. (b) The Borrower hereby agrees that, upon the transfer request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the rights Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal ofamount of the Loans made by such Lender, and with interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded as provided herein on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower unpaid principal amount from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime outstanding.

Registry. Each Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ agent, solely for purposes of this Section 9.7, 12.14 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 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 Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, Administrative Agent and the LoanLenders shall treat each registered holder as absolute owner. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent(a) The Administrative Agent shall, and Lender hereby designates Servicer to serve as its agent, acting solely for purposes such purpose as an agent of this Section 9.7the Borrower, 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 Commitment of each Lender, each Loan made by such Lender and each repayment of any Loan made by such Lender. Any such recordation by the Administrative Agent on the Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register and otherwise complies with Section 9.6(c). The registration of assignment or other transfer of all or part of the Commitment, Loans and 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 referred to in Section 9.6(c). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice to the Administrative 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 recordation, shall not affect Borrower’s the obligations in respect of the Loan. With respect to Borrower or any NoteholderLender under the Loan Documents. (b) The Borrower hereby agrees that, upon the transfer request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the rights Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal ofamount of the Loans made by such Lender, and with interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded as provided herein on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower unpaid principal amount from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime outstanding.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to (a) The Administrative Agent shall maintain at one of its offices a copy register (the "Register") on which it will record the Commitment 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 toBank, each Lender pursuant Loan made by such Bank to each Borrower and each repayment of any Loan made by such Bank. Any such recordation by the terms hereof 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 and the Note Sales Agreement from time to time (the “Register”)Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect each Borrower’s 's obligations hereunder in respect of the LoanLoans made to such Borrower. (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 Noteholderthereof, 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to The Administrative Agent shall maintain at one of its offices a copy register (the "Register") on which it will record the Commitment of each Assignment and Acceptance delivered Bank, each Loan made by such Bank to it and a register for each Borrower, each repayment of any Loan made by such Bank, the recordation of the names and addresses stated amount of each Assignee, Letter of Credit and the principal amount of each Bank's outstanding Letter of Credit Liabilities. Any such recordation by the Loan Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (or portions thereofincluding computerized systems) owing tothe foregoing information as to its own Commitment, each Lender pursuant to the terms hereof Loans and the Note Sales Agreement from time to time (the “Register”)Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect each Borrower’s 's obligations hereunder in respect of the LoanLoans made to such Borrower 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 Noteholderthereof, 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 rights failure to the principal of, and interest on, its interest in the Loan and make a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer notation with respect to ownership the making of such Loan and a any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and payments of principal by the Borrower shall not be affected by the failure to make a Note shall be recorded by Servicer notation thereof on the Register only upon the acceptance by Servicer of a properly executed appropriate Loans and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneePrincipal Payments Schedule.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.79.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender, the portion of any Earn-Out Disbursement made by each Lender and Acceptance delivered each repayment with respect 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, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note any Earn-Out Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.

Registry. The Borrower hereby designates Lender the Agent to serve as -------- the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.712.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderBank, the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Agent on the Register only upon the acceptance by Servicer the Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. The Borrower agrees to indemnify the 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 Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates Lender the Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.711.17, to maintain at one of its offices a copy register (the "Register") on which it will record the Revolving Loan Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Banks, the Revolving Loans made by each of the Banks and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Revolving Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Revolving Loans. With respect to any NoteholderBank, the transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, its interest in the any Revolving Loan and a Note made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer the Agent with respect to ownership of such Revolving Loan Commitment and a Note Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the any Revolving Loan Commitment and a Note Revolving Loans shall be recorded by Servicer the Agent on the Register only upon the acceptance by Servicer the Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 11.04(b). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Bank shall surrender to Borrower its Notethe Revolving Note evidencing such Revolving Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Revolving Notes in the same aggregate principal amount shall be issued to the assigning Noteholder or transferor Bank and/or the Assigneenew Bank. The Borrower agrees to indemnify the 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 Agent in performing its duties under this Section 11.17.