Common use of Registry Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Registry. Borrower hereby designates Lender to serve as Agent shall, on behalf of Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices address referred to in the recitals hereto a copy of each Assignment and Acceptance Lender Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Assigneethe Lenders and the Commitment of, and the principal amount of the Loan (or portions thereof) Revolving Loans owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time time. The entries in the Register shall be conclusive (absent manifest error), in the “Register”absence of manifest error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Revolving Loans and any Notes evidencing such Revolving Loans recorded therein for all purposes of this Agreement, notwithstanding notice to the contrary. Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Failure to make any such recordation, Any assignment or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any Noteholder, the transfer of the rights to the principal of, and interest on, its interest in the Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer with respect to ownership of such Loan and a Note and prior to such recordation all amounts owing to the transferor with respect to such Note shall remain owing to the transferor. The registration of a transfer of all or part of the a Revolving Loan and evidenced by a Note shall be recorded by Servicer registered on the Register only upon surrender for registration of assignment or transfer of the acceptance Note evidencing such Revolving Loan, accompanied by Servicer of a properly duly executed Lender Agreement; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee, and delivered Assignment and Acceptance the old Notes shall be returned by the assignor and assignee. Such Agent to Borrower marked “canceled.” The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Revolving Loans) at any reasonable time and from time to time. At the assigning Noteholder’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the Assigneetime upon reasonable prior notice.

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

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

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

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.13 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify Agent from and against any and all losses, claims, damages and liabilities of 106 117 whatsoever nature which may be imposed on, asserted against or incurred by Agent in performing its duties under this Section 12.13.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assignee.new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17. 128

Registry. Upon any assignment by Xxxxxx, or any assignee under SECTION 14.8 (collectively, "Assignees"), of all or any part of or rights in any Loan or Loans or the Notes pursuant to SECTION 14.8, Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 14.26 to maintain at one of its offices a copy register (the "Register") on which it will record the Commitment from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Assignees, the Loans made by each of the Assignees and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Assignee. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderAssignee, the transfer of the Commitments of such Assignee and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Lender with respect to ownership of such Loan Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Xxxxxx on the Register only upon the acceptance by Servicer Xxxxxx of a properly executed and delivered Assignment assignment and Acceptance by the assignor and assigneeassumption agreement, reasonably satisfactory to Lender. Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment assignment and Acceptance pursuant assumption agreement to which an interest Lender for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Assignee shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Assignee shall be issued to the assigning Noteholder or transferor Assignee and/or the new Assignee.. Xxxxxxxx agrees to indemnify Lender from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Xxxxxx in performing its duties under this SECTION 14.26. Executed and delivered at Chicago, Illinois, as of the day and year first above written. THE XXXXX ORGANIZATION, INC. By: -------------------------------------------- Xxxxxx X. Xxxxxxxx Vice President Address: c/o TRO Learning, Inc. 0000 Xxxx 00xx Xxxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxxx and Xxxxxx Xxxxxxxx 000-000-0000 Telephone: 000-000-0000 TRO LEARNING (CANADA), INC. By: -------------------------------------------- Xxxxxx Xxxxxxxx Vice President Address: c/o TRO Learning, Inc. 0000 Xxxx 00xx Xxxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxxx and Xxxxxx Xxxxxxxx 000-000-0000 Telephone: 000-000-0000 FIRST SOURCE FINANCIAL LLP By: First Source Financial, Inc. Its: Manager By: -------------------------------------------- Xxxx X. Xxxxxxx Senior Vice President 0000 Xxxx Xxxx Xxxx - Xxxxx Xxxxx Xxxxxxx Xxxxxxx, XX 00000 Attention: Contract Administration Facsimile: (000) 000-0000, 7911 Telephone: (000) 000-0000

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

Registry. The Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to covenants that it shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for on which it will record the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement Com mitments from time to time (of each of the “Register”)Banks, the Loans made by each of the Banks and each repayment in respect of the prin cipal amount of the Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. Upon the Loanwritten request of the Borrower, the Agent hereby agrees to use its reasonable efforts to provide to the Borrower such information, not otherwise available to the Borrower, as the Borrower shall reasonably request from time to time in order to enable it to fulfill its obligations pursuant to this Section 8.12 and the Borrower shall have no obligation to make any such recordation until it receives such requested information from the Agent. Without limiting the Borrower's obligations hereunder, the Borrower shall indemnify any Bank described in Section 4.04(b)(iii) or (iv) for any losses (including withholding of Taxes required) arising as a result of the Borrower's failure to comply with this Section 8.12. With respect re spect to any NoteholderBank described in Section 4.04(b)(iii) or (iv), (a) the transfer of the Commitments of such Bank and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register register maintained by Servicer the Borrower with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferortransferor and (b) the Borrower shall immediately record all such transfers when notified thereof by the transferor Bank and such transfer shall be made only through (x) the surrender of a Note and the reissuance of such Note by the Borrower to the new holder of the old Note or the issuance by the Borrower of a new Note to the new holder (the "Issuance System") or (y) a register maintained by the Borrower and referred to in the first sentence of this Section (the "Book Entry System"). The registration of a transfer of Borrower agrees to indemnify any transferee Bank from and against any and all or part of the Loan losses, claims, damages and a Note shall be recorded by Servicer on the Register only upon the acceptance by Servicer of a properly executed and delivered Assignment and Acceptance liabilities (including, without limitation, any amounts paid by the assignor and assignee. Such Register shall be available for inspection by Borrower from time transferee to time. At the assigning Noteholder’s option, concurrently transferor in connection with the delivery of an Assignment transfer and Acceptance pursuant to all amounts which an interest of such Noteholder in the Loan and Note was assigned to such Assignee, the assigning Noteholder shall surrender to Borrower its Note, if any, evidencing the portion of the Loan corresponding would otherwise be owing to the interest so transferred and Borrower shall deliver transferee if the transfer had been properly recorded) resulting from the Borrower's failure to Noteholder one record any such transfer through either the Issuance System or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder and/or the AssigneeBook Entry System.

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

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

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

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

Registry. Borrower Borrowers hereby designates Lender designate Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its Borrowers’ non-fiduciary agent, solely for purposes of this Section 9.7, 12.12 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount (and interest amounts) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrowerany Loan Party’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan 173 Commitment and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitment and a Note Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer such Administrative Agent of a properly executed and delivered Assignment and Acceptance by Assumption Agreement pursuant to Section 12.8. The entries in the assignor and assignee. Such Register shall be available conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for inspection by Borrower from time all purposes of this Agreement, notwithstanding any notice to timethe contrary. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Noteany Note evidencing such Loan, and thereupon, if anyrequested by the assigning or transferor Lender or new Lender, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender.

Registry. Borrower hereby designates Lender Administrative Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its 's agent, solely for purposes of this Section 9.7, SECTION 12.13 to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for (the recordation "Register") on which it will record the Loans made by each of the names Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s 's obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the rights to the principal of, and interest on, its interest in the any Loan and a Note shall not be effective until such transfer is recorded on the Register maintained by Servicer Administrative Agent with respect to ownership of such Loan and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan and a Note any Loans shall be recorded by Servicer Administrative Agent on the Register only upon the acceptance by Servicer Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to SECTION 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Note, the Note (if any) evidencing such Loan, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which 109 may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent) in performing its duties under this SECTION 12.13.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.710.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender and Acceptance delivered each repayment with respect to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee. It is intended that this Section 10.6 constitute a “book entry system” within the meaning of U.S. Treasury Regulation Section 1.871 14(c)(1)(i)(B) and shall be interpreted consistently therewith.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy register (the “Register”) 214 on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates Lender the Administrative Agent to serve as the Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, 12.17 to maintain at one of its offices a copy register (the “Register”) on which it will record the Commitments from time to time of each Assignment and Acceptance delivered to it and a register for the recordation of the names Lenders, the Loans 216 made by each of the Lenders and addresses each repayment in respect of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, Loans of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of the Loansuch Loans. With respect to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the any Loan and a Note made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer the Administrative Agent with respect to ownership of such Loan Commitments and a Note Loans and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments and Loans shall remain owing to the transferor. The registration of a assignment or transfer of all or part of the Loan any Commitments and a Note Loans shall be recorded by Servicer the Administrative Agent on the Register only upon the acceptance by Servicer the Administrative Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assigneeAssumption Agreement pursuant to Section 12.8(c). Such Register shall be available for inspection by Borrower from time to time. At the assigning Noteholder’s option, concurrently Coincident with the delivery of such an Assignment and Acceptance pursuant Assumption Agreement to which an interest the Administrative Agent for acceptance and registration of such Noteholder in the Loan and Note was assigned to such Assigneeassignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning Noteholder or transferor Lender shall surrender to Borrower its Notethe Note evidencing such Loan, if any, evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder thereupon one or more new promissory notes Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning Noteholder or transferor Lender and/or the Assigneenew Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. Borrower hereby designates Lender Agent to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.79.6, to maintain at one of its offices a copy register (the “Register”) on which Agent will record the Commitments from time to time of each Assignment Lender, the portion of any Earn-Out Disbursement made by each Lender and Acceptance delivered each repayment with respect to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, of each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”)Lender. Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s obligations in respect of the Loan. With respect 104 to any NoteholderLender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, its interest in the Loan and a Note any Earn-Out Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by Servicer Agent with respect to ownership of such Loan and a Note Commitments and prior to such recordation all amounts owing to the transferor with respect to such Note Commitments shall remain owing to the transferor. The registration of a transfer of all or part of the Loan and a Note any Commitment shall be recorded by Servicer Agent on the Register only upon the acceptance by Servicer Agent of a properly executed and delivered Assignment and Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to time. At the assigning NoteholderLender’s option, concurrently with the delivery of an Assignment and Acceptance pursuant to which an interest of such Noteholder Lender in the Loan and Note was assigned to such Assignee, the assigning Noteholder Lender shall surrender to Borrower its Note, if any, Note evidencing the portion of the Loan corresponding to the interest so transferred and Borrower shall deliver to Noteholder Agent one or more new promissory notes in the same aggregate principal amount issued to the assigning Noteholder Lender and/or the Assignee.