Common use of Registry Clause in Contracts

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

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.11, SECTION 11.12 to maintain a register at one of its offices (the “Register”"REGISTER") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.11SECTION 11.9. Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Agent in performing its duties under this Section 9.11SECTION 11.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Credit Parties Each Borrower hereby designate Lender, and Lender agrees, designates the Administrative Agent to serve as the agent of the Credit Parties Borrower’s agent, solely for purposes of this Section 9.1112.15, to maintain a register at one of its offices (the “Register”) on which it will record the Commitments from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Lender Administrative Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitments and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitments and Loans shall be recorded by Lender the Administrative Agent on the Register only upon the acceptance by Lender the Administrative Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.04(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Administrative Agent in performing its duties under this Section 9.1112.15.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Administrative Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1111.17, to maintain a register at one of its offices (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the Banks, the Revolving Credit Loan Loans made by Lender pursuant to this Agreement each of the Banks and each repayment in respect of the principal amount thereofof the Revolving Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any such Revolving Credit LoanLoans. With respect to Lenderany Bank, the transfer of a the Revolving Credit Loan (or any participation therein) Commitment of such Bank and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Administrative Agent with respect to ownership of the such Revolving Credit Loan. Prior Loan Commitment and Revolving Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the such Revolving Credit Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a any Revolving Credit Loan Commitment and Revolving Loans shall be recorded by Lender the Administrative Agent on the Register only upon the acceptance by Lender the Administrative Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.04(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Credit Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Administrative Agent in performing its duties under this Section 9.1111.17.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Administrative Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1112.14, to maintain a register at one of its offices (the “"Register”") on which it will record the Commitments from time to time of each of the Banks, the Revolving Credit Loan Loans made by Lender pursuant to this Agreement each of the Banks and each repayment in respect of the principal amount thereofof the Revolving Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any such Revolving Credit LoanLoans. With respect to Lenderany Bank, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Bank and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Lender Administrative Agent with respect to ownership of the such Revolving Credit Loan. Prior Commitments and Revolving Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the such Revolving Credit Loan Commitments and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a any Revolving Credit Loan Commitments and Revolving Loans shall be recorded by Lender the Administrative Agent on the Register only upon the acceptance by Lender the Administrative Agent of a properly executed and delivered assignment and assumption agreement Assignment Agreement pursuant to this Section 9.1112.04(b). Coincident with the delivery of such an assignment and assumption agreement Assignment Agreement to Lender the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Credit Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Credit Parties agree Borrower agrees to indemnify Lender the Administrative Agent from and against any and -and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Lender the Administrative Agent in performing its duties under this Section 9.1112.14.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Administrative Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.11, 12.12 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Administrative Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan 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 110 registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Administrative Agent on the Register only upon the acceptance by Lender Administrative Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.8(c). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Administrative Agent in performing its duties under this Section 9.1112.12.

Registry. The Credit Parties Borrowers hereby designate Lender, and Lender agrees, Agent to serve as the agent of the Credit Parties such Borrower's agent, solely for purposes of this Section 9.11, 12.16 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitments from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch 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 a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.8(c). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties Borrowers agree to jointly and severally indemnify Lender 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 Lender Agent in performing its duties under this Section 9.1112.16 except to the extent caused primarily by the gross negligence or willful misconduct of Agent. This Section 12.16 shall be construed so that the Loans are maintained in "registered form" within the meaning of Code Sections 163(f), 871(h)(2) and 881(c)(2).

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties Borrower’s agent, solely for purposes of this Section 9.11, 11.12 to maintain a register at one of its offices (the “Register”) on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.9. Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Agent in performing its duties under this Section 9.1111.12 except for those resulting solely from Agent’s willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1113.17, to maintain a register at one of its offices (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the Banks, the Revolving Credit Loan Loans made by Lender pursuant to this Agreement each of the Banks and each repayment in respect of the principal amount thereofof the Revolving Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any such Revolving Credit LoanLoans. With respect to Lenderany Bank, the transfer of a the Revolving Credit Loan (or any participation therein) Commitment of such Bank and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the such Revolving Credit Loan. Prior Loan Commitment and Revolving Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the such Revolving Credit Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a any Revolving Credit Loan Commitment and Revolving Loans shall be recorded by Lender the Agent on the Register only upon the acceptance by Lender the Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1113.04(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Credit Loan, and thereupon one or more new Revolving Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Agent in performing its duties under this Section 9.1113.17.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Administrative Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1111.12, to maintain a register at one of its offices (the “"Register”") on which it will record the Commitments from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Lender Administrative Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitments and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitments and Loans shall be recorded by Lender the Administrative Agent on the Register only upon the acceptance by Lender the Administrative Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.6(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Administrative Agent in performing its duties under this Section 9.1111.12.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.11, 11.12 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.8. Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Agent in performing its duties under this Section 9.1111.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1111.17, to maintain a register at one of its offices (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the Banks, the Revolving Credit Loan Loans made by Lender pursuant to this Agreement each of the Banks and each repayment in respect of the principal amount thereofof the Revolving Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any such Revolving Credit LoanLoans. With respect to Lenderany Bank, the transfer of a the Revolving Credit Loan (or any participation therein) Commitment of such Bank and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the such Revolving Credit Loan. Prior Loan Commitment and Revolving Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the such Revolving Credit Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a any Revolving Credit Loan Commitment and Revolving Loans shall be recorded by Lender the Agent on the Register only upon the acceptance by Lender the Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.04(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Credit Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Agent in performing its duties under this Section 9.1111.17.

Registry. The Credit Parties Each Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties such Borrower's agent, solely for purposes of this Section 9.11, 12.12 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is 144 146 recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.8(c). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties Borrowers agree to jointly and severally indemnify Lender 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 Lender Agent in performing its duties under this Section 9.1112.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates the Agent to serve as -------- the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.1112.17, to maintain a register at one of its offices (the “"Register”") on which it will record the Commitments from time to time of each Revolving Credit Loan of the Banks, the Loans made by Lender pursuant to this Agreement each of the Banks and each repayment in respect of the principal amount thereofof the Loans of each Bank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to Lenderany Bank, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Bank and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitments and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitments and Loans shall be recorded by Lender the Agent on the Register only upon the acceptance by Lender the Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.04(b). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender the Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender the Agent in performing its duties under this Section 9.1112.17.

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.11, 12.12 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1112.8(c). Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Agent in performing its duties under this Section 9.11.12.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent. 151 158

Registry. The Credit Parties Borrower hereby designate Lender, and Lender agrees, designates Agent to serve as the agent of the Credit Parties Borrower's agent, solely for purposes of this Section 9.11, 11.12 to maintain a register at one of its offices (the “"Register”") on which it will record the Commitment from time to time of each Revolving Credit Loan of the Lenders, the Loans made by Lender pursuant to this Agreement each of the Lenders and each repayment in respect of the principal amount thereofof the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations of the Credit Parties in respect of any Revolving Credit Loansuch Loans. With respect to any Lender, the transfer of a Revolving Credit Loan (or any participation therein) the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Credit Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Lender Agent with respect to ownership of the Revolving Credit Loan. Prior such Commitment and Loans and prior to such recordation, recordation all amounts owing to the transferor with respect to the Revolving Credit Loan such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of a Revolving Credit Loan any Commitment and Loans shall be recorded by Lender Agent on the Register only upon the acceptance by Lender Agent of a properly executed and delivered assignment Assignment and assumption agreement Assumption Agreement pursuant to this Section 9.1111.9. Coincident with the delivery of such an assignment Assignment and assumption agreement Assumption Agreement to Lender Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Credit Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Credit Loan, and thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Credit Parties agree Borrower agrees to indemnify Lender 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 Lender Agent in performing its duties under this Section 9.1111.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.