Common use of Registry Clause in Contracts

Registry. Borrowers hereby designate Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to maintain a register (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 any Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Partythe Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitment shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Administrative Agent Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers Each Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary such Borrower’s agent, solely for purposes of this Section 12.12 12.14 to maintain a register (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 amountson) of 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 any Loan Party’s Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent, and the Administrative Agent agrees, to serve as Borrowers’ non-fiduciary the Borrower’s agent, solely for purposes of this Section 12.12 12.10, to maintain a register at the Notice Office (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Partythe Borrower’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment by any LenderLender to an assignee pursuant to Section 13.11, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan Term Loans made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitment and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement Acceptance pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary13.11. Coincident with the delivery of such an Assignment and Assumption Agreement Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loanany Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Term Note evidencing such LoanTerm Loans, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. Borrowers hereby designate (a) Each Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the a “Register”) on which it will record the Commitment from time to time (if any) of the applicable Class of each of the LendersLender, the each Loan made by each Lender (including Loans made by each way of the Lenders Bankers’ Acceptances) and each repayment in respect of the principal amount (and interest amounts) of the Loans of each any such Loan made to such Lender. Failure to make any such recordation, or any error in Any such recordation by an Administrative Agent on a Register shall not affect any Loan Party’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment (if any) of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register maintained by Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.07(b). The registration of assignment or other transfer of all or part of any Commitment Commitments, Loans and Loans Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.89.07(b). The entries in the Each Register shall be conclusive absent manifest error, and available at the Loan Parties, Administrative Agent and offices where kept by the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to applicable Administrative Agent for acceptance inspection by the applicable Borrowers and registration of assignment or transfer of all or part of a Loanany applicable Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of any obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or transferor Lender all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) to such Borrower shall surrender any Note evidencing such Loan, and thereupon, if requested be evidenced by the assigning or transferor Lender or new Lender, one or more new Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount then owing of such Loans to such assignor or transferor Lender shall be issued Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Borrowers Each Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower’s agent, solely for purposes of this Section 12.12 12.15, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Partythe Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.15.

Registry. Borrowers Each Borrower hereby designate designates Administrative Agent to serve as Borrowers’ non-fiduciary such Borrower's agent, solely for purposes of this Section 12.12 to maintain a register (the “"Register”") on which it will record the Revolving Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s such Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Revolving Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Revolving Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers hereby designate (a) Each Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the a “Register”) on which it will record the Commitment from time to time of the applicable Class of each of the LendersLender, the each Loan made by each Lender (including Loans made by each way of the Lenders Bankers’ Acceptances) and each repayment in respect of the principal amount (and interest amounts) of the Loans of each any such Loan made to such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on a Register shall not affect any Loan Party’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register maintained by Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 13.07(b). The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Each Register shall be conclusive absent manifest error, and available at the Loan Parties, Administrative Agent and offices where kept by the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to applicable Administrative Agent for acceptance inspection by the Borrowers and registration of assignment or transfer of all or part of a Loanany Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of any Obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or transferor Lender all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) shall surrender any Note evidencing such Loan, and thereupon, if requested be evidenced by the assigning or transferor Lender or new Lender, one or more new Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount then owing of such Loans to such assignor or transferor Lender shall be issued Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agentshall, acting solely for purposes such purpose as an agent of this Section 12.12 to the Borrower, maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount (and interest amounts) of the Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on the Register shall not affect any Loan Party’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitment the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by such 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 12.88.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The entries Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the Register shall be conclusive absent manifest errorform of Exhibit A hereto, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant payable to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery order of such an Assignment Lender and Assumption Agreement representing the obligation of the Borrower to Administrative Agent for acceptance and registration pay the unpaid principal amount of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any Note evidencing Loans made by such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in with interest as provided herein on the same aggregate unpaid principal amount then owing from time to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Partythe Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitment shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Administrative Agent Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. The Borrowers hereby designate Administrative the DIP Agent to serve as the Borrowers’ non-fiduciary ' agent, solely for purposes of this Section 12.12 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Revolving Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrowers' obligations in respect of such Revolving Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by Administrative the DIP Agent with respect to ownership of such Commitment Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Revolving Loans shall be recorded by Administrative the DIP Agent on the Register only upon the acceptance by such Administrative the DIP Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to Administrative the DIP Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The 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. Borrowers The Borrower hereby designate Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to covenants that it shall maintain a register (the “Register”) on which it will record the Commitment Com mitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal prin cipal amount (and interest amounts) of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. Upon the written request of the Borrower, the Agent hereby agrees to use its reasonable efforts to provide to the Borrower such information, not otherwise available to the Borrower, as the Borrower shall reasonably request from time to time in order to enable it to fulfill its obligations pursuant to this Section 8.12 and the Borrower shall have no obligation to make any such recordation until it receives such requested information from the Agent. Without limiting the Borrower's obligations hereunder, the Borrower shall indemnify any Bank described in Section 4.04(b)(iii) or (iv) for any losses (including withholding of Taxes required) arising as a result of the Borrower's failure to comply with this Section 8.12. With respect re spect to any LenderBank described in Section 4.04(b)(iii) or (iv), (a) the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register register maintained by Administrative Agent the Borrower with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the 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 assignment or transfer of Borrower agrees to indemnify any transferee Bank from and against any and all or part of losses, claims, damages and liabilities (including, without limitation, any Commitment and Loans shall be recorded amounts paid by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant transferee to the terms hereof as a Lender hereunder for transferor in connection with the transfer and all purposes of this Agreement, notwithstanding any notice amounts which would otherwise be owing to the contrary. Coincident with transferee if the delivery of transfer had been properly recorded) resulting from the Borrower's failure to record any such an Assignment and Assumption Agreement to Administrative Agent for acceptance and registration of assignment transfer through either the Issuance System or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderBook Entry System.

Registry. Borrowers Each Borrower hereby designate designates Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 12.14 to maintain a register (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 amountson) of 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 any Loan Party’s Borrowers’ obligations in respect of such Loans. The Borrowers, Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers Each Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower’s agent, solely for purposes of this Section 12.12 12.15, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Partythe Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. 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. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 12.17 to maintain a ------------- register (the “"Register”") on which it will record the Commitment Commitments from time to -------- time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.8(c). Coincident --------------- with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section ------- 12.17. -----

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount (and interest amounts) of the Revolving Loans of -106- 113 each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender any the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount 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 interest amounts) of the Loans of each LenderLoans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s each Borrower's obligations hereunder in respect of the Loans made to such LoansBorrower. (b) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall (i) be payable to the order of such Bank, (ii) be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.08 hereof, (v) be entitled to the benefits of this Agreement, and (iv) have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers hereby designate Administrative Agent to serve as Borrowers’ non-non- fiduciary agent, solely for purposes of this Section 12.12 to maintain a register (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 any Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers Borrower hereby designate designates Administrative Agent to serve as Borrowers’ non-fiduciary Borrower's agent, solely for purposes of this Section 12.12 to maintain a register (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 any Loan Party’s Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The entries in the Register shall be conclusive in absence of manifest error and the Borrowers, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. 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. Borrowers The Borrower hereby designate Administrative designates the Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 13.17, to maintain a register (the “"Register”") on which it will record the Commitment Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount (and interest amounts) of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative the Agent with respect to ownership of such Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitment and Revolving Loans shall be recorded by Administrative the Agent on the Register only upon the acceptance by such Administrative the Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to Administrative the Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender any the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the 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. Borrowers Each Borrower hereby designate designates Administrative Agent to serve as Borrowers’ non-fiduciary ' agent, solely for purposes of this Section 12.12 12.14 to maintain a register (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 any Loan Party’s Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan 160 made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans (provided that, solely for the purposes of this Section 12.14, in the case of a transfer of rights to the principal of, and interest on any Loan, by a Lender to a Related Fund, such transfer shall be effective if such transfer is recorded on a comparable register maintained by the assigning Lender, on behalf of Administrative Agent for the benefit of Borrowers) and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans (except in the case of an assignment or transfer to a Related Fund) shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. 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. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower’s agent, solely for purposes of this Section 12.12 13.16, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Partythe Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or willful misconduct.

Registry. Borrowers hereby designate The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount 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 interest amounts) of the Loans of each LenderLoans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s each Borrower's obligations hereunder in respect of the Loans made to such LoansBorrower. (a) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers The Borrower hereby designate Administrative designates the Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 11.17, to maintain a register (the “"Register”") on which it will record the Commitment Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount (and interest amounts) of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative the Agent with respect to ownership of such Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitment and Revolving Loans shall be recorded by Administrative the Agent on the Register only upon the acceptance by such Administrative the Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to Administrative the Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender any the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the 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.

Registry. Borrowers hereby (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 each Warrant, together with such other information as 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 records which the Warrant Agent shall designate Administrative Agent (in such manner as shall permit it to serve be so identified as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to maintain a such by an unaffiliated party) as the register (the “RegisterRegistry”) 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 Holders. The information to be entered for each account in the Registry shall include: (i) the name and address of the Holder, the date of Authentication thereof and the number Warrants; (ii) whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto, if any; (iii) whether such Warrant has been cancelled; and (iv) a register of transfers in which all transfers of Warrants and the date and other particulars of each Lender. Failure 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 any Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights obligation to the principal of, and interest on, Company or to the Warrant Agent. (c) The Holder of any Loan made pursuant to such Commitment shall not Global Warrant will be effective until such transfer the applicable Depositary or their respective nominees in whose name the Warrant is registered. The Warrant holdings of Agent Members or Book-Entry Only Participants will be recorded on the Register maintained books of the applicable Depositary. The beneficial interests in the Global Warrant held by Administrative customers of Agent with respect to ownership Members or Book-Entry Only Participants will be reflected on the books and records of such Commitment Agent Member or Book-Entry Only Participant, and Loans and prior to such recordation all amounts owing will not be known to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableWarrant Agent, the assigning Company or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendereither Depositary.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Xxxxxx, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Partythe Borrower’s obligations hereunder in respect of such Loans. With respect to any Lenderthe Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Xxxxxx’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as #96109338v22 provided in the appropriate clause of Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitment shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Administrative Agent Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by each of the Lenders such Bank, and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount 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 interest amounts) of the Loans of each LenderLoans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Partythe Company’s obligations hereunder. (b) The Company 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 substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Bank pursuant to this Section 2.04(b) shall (i) be payable to the order of such Bank, (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 2.06 hereof, (v) be entitled to the benefits of this Agreement, and (vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such LoansLoan or payment, as the case may be. With respect to any LenderNotwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Company hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Company shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 SECTION 12.17 to maintain a register (the “Register”"REGISTER") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register SECTION 12.8(c) and no Assignment and Assumption Agreement shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contraryeffective until so recorded. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this SECTION 12.17; 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. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 13.16, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or willful misconduct.

Registry. The Borrowers hereby designate Administrative Agent to serve as Borrowers’ non-fiduciary such Borrower's agent, solely for purposes of this Section 12.12 12.16 to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s Borrower's obligations in respect of such Loans; provided, however, the Borrowers may treat the persons recorded in the Register as a Lender for all purposes of this Agreement. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The 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. Borrowers hereby designate The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each Bank, each Loan made by such Bank to each Borrower, each repayment of the Lendersany Loan made by such Bank, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount (and interest amounts) of the Loans of each LenderBank's outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s each Borrower's obligations hereunder in respect of the Loans made to such LoansBorrower and in respect of the Letters of Credit issued upon the request of such Borrower. (a) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 11.12, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary11.6(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.12.

Registry. Borrowers Borrower hereby designate designates Administrative Agent to serve as Borrowers’ non-fiduciary Borrower's agent, solely for purposes of this Section 12.12 SECTION 12.14 to maintain a register (the “Register”"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. The entries in the Register shall be conclusive and binding, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section SECTION 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. 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. Borrowers hereby designate Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to maintain a register (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 any Loan Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained -191- by Administrative Agent Agents with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent Agents on the Register only upon the acceptance by such Administrative Agent Agents of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Credit Parties, Administrative Agent the Agents and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers hereby designate Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to maintain a register (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 any Loan Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount 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 interest amounts) of the Loans of each LenderLoans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s each Borrower's obligations hereunder in respect of the Loans made to such LoansBorrower. (b) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). With The Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect to any Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount (and interest amounts) of the Revolving Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Revolving Loans. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender any the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any -and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Borrowers hereby designate Administrative The Agent shall open and maintain in accordance with its usual practice books of account evidencing all Borrowings and Letter of Credit Liabilities and all other amounts owing by each Borrower to serve as Borrowers’ non-fiduciary agent, solely for purposes the Agent and the Banks hereunder. The Agent shall enter in the foregoing accounts details of this Section 12.12 to maintain a register (the “Register”) on which it will record the Commitment every Loan made and Bankers' Acceptance and Letter of Credit issued and of all amounts from time to time owing or paid by each Borrower to the Agent on its own behalf or on behalf of the Banks hereunder, the amounts of principal, interest and fees payable from time to time hereunder and the unused portion of each Bank's Commitment available to be drawn down by a Borrower. The information entered in the foregoing accounts shall constitute, in the absence of manifest error, prima facie evidence of the obligations of each of the LendersBorrowers to the Agent and the Banks hereunder, the Loans made date of each Loan by each Borrower, the date of acceptance and purchase of Bankers' Acceptances, the date an Issuing Bank issued or was called to honour a Letter of Credit and the amounts each Borrower has paid from time to time on account of the Lenders and each repayment in respect Borrowings or Letter of the principal amount (and interest amounts) of the Loans of each LenderCredit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s the Borrowers' obligations hereunder. Each Bank shall open and maintain in respect accordance with its usual practice books of account evidencing all Borrowings from such Bank, Letter of Credit Liabilities of such LoansBank and all other amounts owing by each Borrower to such Bank hereunder. With respect The Bank shall enter in the foregoing accounts details of every Loan made and Bankers' Acceptance accepted and purchased by it and Letter of Credit issued by it and all amounts from time to any Lendertime owing or paid to the Bank on account of amounts owed hereunder, the transfer amounts of the Commitments of such Lender principal, interest and fees payable from time to time hereunder and the rights unused portion of its Commitment available to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained drawn down by Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent on the Register only upon the acceptance by such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderBorrower.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each Bank, each Loan made by such Bank to each Borrower, each repayment of the Lendersany Loan made by such Bank, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount (and interest amounts) of the Loans of each LenderBank's outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Party’s each Borrower's obligations hereunder in respect of the Loans made to such LoansBorrower and in respect of the Letters of Credit issued upon the request of such Borrower. (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 Lenderthereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the transfer of the Commitments of such Lender and the rights failure to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Administrative Agent make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve as Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.12 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of any Loan made by such Lender. Any such recordation by the principal amount 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 interest amounts) of the Loans of each LenderLoans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect any Loan Partythe Borrower’s obligations hereunder in respect of such the Loans. With respect to any Lender. (b) The Borrower hereby agrees that, upon the transfer request of the Commitments Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the rights principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the principal ofbenefits of this Agreement, and interest on(vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, any Loan made pursuant to such Commitment shall not be effective until such transfer each Lender may, and is recorded hereby authorized to, make a notation on the Register maintained by Administrative Agent Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to ownership the making of such Commitment and Loans and prior to such recordation all amounts owing to any Loan, shall not limit or otherwise affect the transferor obligation of the Borrower hereunder or under the applicable Note with respect to such Commitments Loan and Loans payments of principal by the Borrower shall remain owing not be affected by the failure to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by Administrative Agent make a notation thereof on the Register only upon the acceptance by such Administrative Agent of a properly executed appropriate Loans and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Assumption Agreement to 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 any 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 or transferor Lender shall be issued to the assigning or transferor Lender and/or the new LenderPrincipal Payments Schedule.

Registry. Borrowers hereby designate (a) The Administrative Agent to serve shall, acting solely for such purpose as Borrowers’ a non-fiduciary agentagent of the Borrower, solely for purposes maintain at one of this Section 12.12 to maintain its filing offices in the United States a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount (and interest amounts) of the Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation by the Administrative Agent on the Register shall not affect any Loan Party’s obligations in respect of such Loansbe conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitment the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by such 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 12.88.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The entries Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the Register shall be conclusive absent manifest errorform of Exhibit A hereto, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant payable to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery order of such an Assignment Lender and Assumption Agreement representing the obligation of the Borrower to Administrative Agent for acceptance and registration pay the unpaid principal amount of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any Note evidencing Loans made by such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in with interest as provided herein on the same aggregate unpaid principal amount then owing from time to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Borrowers The Borrower hereby designate designates the Administrative Agent to serve as Borrowers’ non-fiduciary the Borrower's agent, solely for purposes of this Section 12.12 12.17 to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect any Loan Party’s the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by such the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender any the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.