Common use of Register Clause in Contracts

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 11.1713.17, to maintain a register at one of its offices in New York, New York (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and and/or Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and and/or Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and and/or Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Commitment and/or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Commitment and/or 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 Borrower agrees registration of any provision of Incremental Term Loan Commitments pursuant to Section 1.15 shall be recorded by the Administrative Agent on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Term Loan Commitment Agreement. Coincident with the delivery of such Incremental Term Loan Commitment Agreement for acceptance and registration of the provision of an Incremental Term Loan Commitment, or as soon thereafter as practicable, to the extent requested by such Incremental Term Loan Lenders, Incremental Term Notes shall be issued, at the respective Borrower’s expense, to such Incremental Term Loan Lenders, to be in conformity with Section 1.05 (with appropriate modification) to the extent needed to reflect the Incremental Term Loan Commitments and outstanding Incremental Term Loans made by such Incremental Term Loan Lender. The Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.179.06(e), to (i) maintain a register (the “Register”) on which it the Administrative Agent will record the Commitments from time to time of each of the LendersLender, the Loans made by each of the Lenders Lender and each repayment and prepayment in respect of the principal amount of the Loans of each LenderLender and to (ii) retain a copy of each Assignment and Assumption Agreement delivered to the Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by and, except to the Administrative Agent extent provided in this Section 9.06(e), otherwise complies with respect to ownership of such Commitments and Loans Section 9.06, and prior to such recordation all amounts owing to the transferor transferring Lender with respect to such Commitments Commitments, Loans and Loans Notes shall remain owing to the transferortransferring Lender. The registration of assignment or other transfer of all or part of any Commitments Commitments, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrower, the Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. The Borrower may not replace any Lender pursuant to Section 11.04(b2.08(b). Coincident , unless, with the delivery of respect to any Notes held by such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLender, the assigning or transferor Lender shall surrender the Note evidencing such Loan, requirements of Section 9.06(c) 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts9.06(e) have been satisfied.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s their agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it the Administrative Agent will record the Commitments from time to time of each of the Lenders, the Revolving Commitments and principal amount of Revolving Loans made and LC Obligations by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure Holdings, Lead Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to make any the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such recordationpurposes absent manifest error), or any error in such recordation shall not affect notwithstanding notice to the Borrower’s obligations in respect of such Loanscontrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Revolving Loans owing to, such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving 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 at the request of any such Lender. The Borrower agrees registration of any provision of Revolving Commitment Increases pursuant to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Section 2.15 shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving Commitment Amendment. Coincident with the delivery of such Incremental Revolving Commitment Amendment for acceptance and registration of the provision of Revolving Commitment Increases, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by any Lender of a Revolving Commitment Increase, Notes shall be issued, at the Administrative Agent’s own gross negligenceBorrowers’ expense, willful misconduct or unlawful actsto such Lender to be in conformity with Section 2.04 (with appropriate modification) to the extent needed to reflect Revolving Commitment Increases, and outstanding Revolving Loans made by such Lender.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s their agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and the stated interest on, and each repayment and prepayment in respect of the principal amount of of, the Term Loans of each Lender. Failure Holdings, each Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to make any the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive absent manifest error for such recordationpurposes), or any error in such recordation shall not affect notwithstanding notice to the Borrower’s obligations in respect of such Loanscontrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Term Loans owing to, such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Term 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 at the request of any such Lender. The Borrower agrees registration of any provision of Incremental Term Loan Commitments pursuant to indemnify the Administrative Agent from and against any and all lossesSection 2.15, claims, damages and liabilities of whatsoever nature which may shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Term Loan Commitment Agreement. Coincident with the delivery of such Incremental Term Loan Commitment Agreement for acceptance and registration of the provision of an Incremental Term Loan Commitment, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by such Incremental Term Loan Lenders, Term Notes shall be issued, at the Administrative Agent’s own gross negligenceLead Borrower’ expense, willful misconduct or unlawful actsto such Incremental Term Loan Lenders, to be in conformity with Section 2.05 (with appropriate modification) to the extent needed to reflect the Incremental Term Loan Commitments, and outstanding Incremental Term Loans made by such Incremental Term Loan Lender.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Revolving Commitments and principal amount (and related interest amounts) of Revolving Loans made and LC Obligations by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure Holdings, the Lead Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to make any the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such recordationpurposes (absent manifest error)), or any error in such recordation shall not affect notwithstanding notice to the Borrower’s obligations in respect of such Loanscontrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Revolving Loans owing to, such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving 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 at the request of any such Lender. The Borrower agrees registration of any provision of Revolving Commitment Increases pursuant to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Section 2.15 shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving Commitment Agreement. Coincident with the delivery of such Incremental Revolving Commitment Agreement for acceptance and registration of the provision of Revolving Commitment Increases, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by such Lenders and Notes shall be issued, at the Borrowers’ expense, to such Lender of a Revolving Commitment Increase, to be in conformity with Section 2.04 (with appropriate modification) to the extent needed to reflect Revolving Commitment Increases, and outstanding Revolving Loans made by such Lender of a Revolving Commitment Increase. The Register shall be available for inspection by the Administrative Agent’s own gross negligenceBorrowers and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), willful misconduct or unlawful actsat any reasonable time and from time to time upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Revolving Loan Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Loans shall remain owing to the transferor. The registration of assignment or Revolving Loan transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower Fiscal Agent is hereby designates the Administrative Agent to serve appointed as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain a register security registrar (the “RegisterRegistrar”) and, as agent of Jamaica for the purpose, shall maintain at its corporate trust office in the Borough of Manhattan, The City of New York, a register for each Series of Debt Securities issued for the registration and registration of transfers of Debt Securities of such Series. Upon presentation for the purpose at the said office of the Fiscal Agent of any Debt Security of such Series, accompanied by a written instrument of transfer in the form approved by Jamaica and the Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Debt Securities of a Series, Jamaica and the Fiscal Agent shall each be deemed to have approved the form of instrument of transfer, if any, printed on which it will record any definitive Debt Security of such Series), executed by the Commitments registered holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Debt Security shall be transferred upon the register for the Debt Securities of such Series, and a new Debt Security of such Series and of like tenor shall be authenticated and issued in the name of the transferee. The Registrar shall not register the transfer of or exchange of any Debt Security for a period of fifteen days preceding the date for any payment of principal of or interest on the Debt Security, or register the transfer of or exchange of any Debt Security previously called for redemption. Transfers and exchanges of Debt Securities of a Series shall be subject to such restrictions as shall be set forth in the text of the Debt Securities of such Series and such reasonable regulations as may be prescribed by Jamaica. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Debt Security register. No service charge shall be made for any registration, registration of each transfer or exchange of the Lenders, Debt Securities of a Series unless otherwise provided by the Loans made by each provisions of the Lenders and each repayment and prepayment in respect Debt Securities of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in Series (such recordation fees shall not affect exceed the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained maximum fee prescribed by the Administrative Agent stock exchanges on which the Debt Securities may for the time being be listed, if any), but, except as otherwise provided herein with respect to ownership the exchange of such Commitments temporary Debt Securities for definitive Debt Securities, the Fiscal Agent (and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment any Transfer Agent or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement authenticating agent appointed pursuant to Section 11.04(b)2 or 3 hereof, respectively) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection therewith and any other amounts required to be paid by the provisions of the Debt Securities of such Series. Coincident Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Debt Securities in exchange for other Debt Securities. In addition, neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfer or exchange of Debt Securities of a Series during any period set forth in the text of the Debt Securities of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment Series in which such transfers or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsexchanges are prohibited.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “Register”’) on which it will record the name, address and taxpayer identification number, if any, of each of the Lenders, the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and any stated interest thereon and each repayment and prepayment in respect of the principal amount of the Loans of each Lenderof the Lenders and any stated interest thereon. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the such Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans Loan shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 LenderLender at the request of any such Lenders. The Each Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16, except to the extent caused by provided that no Borrower shall be liable for any portion of such losses, claims, damages and liabilities resulting from the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful acts(as determined by a court of competent jurisdiction in a final and non-appealable decision).

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agentAgent, acting solely for purposes this purpose as a non-fiduciary agent of this Section 11.17the Borrower Parties (such agency being solely for tax purposes), shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption Agreement and Lender Group Joinder Agreement delivered to maintain it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Funding Agents, Lenders, and the Commitments of the Committed Lenders of, and principal amounts (and stated interest) of the Loans and Letter of Credit Liability owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) ). The entries in the Register shall be conclusive absent manifest error, and each Borrower Party, Agents, the Swingline Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Funding Agent or Lender hereunder, as the case may be, for all purposes of this Credit Agreement. In addition, Administrative Agent shall maintain on which it will record the Commitments Register information regarding the designation, and revocation of designation of any Committed Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower Parties, any Agent, the Swingline Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the contrary set forth in this Credit Agreement and for avoidance of doubt, each Lender Group with more than one Conduit Lender may, without the consent of the LendersBorrower, assign to another Conduit Lender in its Lender Group all or a portion of its rights and obligations hereunder (including the Loans made by each of the Lenders outstanding Obligations and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal ofpayment of Principal Obligation and interest), and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained as determined by the Administrative Agent from time to time. Each such assignment shall be recorded on the books and records of the Administrative Agent and the relevant Conduit Lenders, without the need to execute and deliver an Assignment and Acceptance Agreement. For all purposes of this Credit Agreement and all related documents, with respect to ownership of such Commitments each assignment under this paragraph the relevant Conduit Lender shall be deemed to have the benefit of, and Loans be subject to the obligations imposed by, an executed, delivered, accepted and prior recorded Assignment and Acceptance Assignment relating to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsassignment.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1714.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Revolving Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the any Borrower’s obligations in respect of such Revolving Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b14.03(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The U.S. Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1714.15, except provided that the U.S. Borrower shall have no obligation to indemnify the extent caused by Administrative Agent for any loss, claim, damage, liability or expense which resulted solely from the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Borrower hereby designates the Administrative Agent to serve as (the Borrower’s agent“Agent”), solely for purposes of this Section 11.17, shall use commercially reasonable efforts to maintain a register at its address referred to in Section 8.01 (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by by, and Letters of Credit of, each of the Lenders and each repayment and prepayment in respect of the principal amount of of, and interest payable with respect to, the Loans and Letters of Credit of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such LoansLoans or Letters of Credit. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan or Letter of Credit made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to Agent. The ownership of such Commitments and Commitment, Loans and Letters of Credit prior to such recordation and all amounts owing to the transferor with respect to such Commitments Commitment, Loans and Loans Letters of Credit shall remain owing to the transferor. In addition, the Administrative Agent shall maintain on the Register information regarding the designation and revocation of designation, of any Lender as a Defaulting Lender. The registration of an assignment or transfer of all or part of any Commitments and Loans Commitment, Loan or Letter of Credit shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b8.05(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower agrees to indemnify or any Lender during the regular business hours of the Administrative Agent after reasonable notice from the Borrower or such Lender, and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by after receiving such notice the Administrative Agent may, at its option, send the Borrower or such Lender a copy of the Register in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actslieu of such inspection.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time the name and address of each Lender and each Issuing Lender, the Commitments, the principal amounts of the LendersLoans, L/C Obligations and any other obligations under the Loans made by Loan Documents, and the amounts of stated interest due thereon, owing to each of the Lenders Lender and each repayment Issuing Lender pursuant the terms hereof and prepayment in respect of the principal amount of the Loans of each Lenderany Note. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans, L/C Obligations or other obligations under the Loan Documents. With respect to any Lender or Issuing Lender, the transfer of the Commitments of such Lender or Issuing Lender and the rights to the principal of, and interest on, any Loans, L/C Obligations and any other obligations under the Loan made pursuant Documents owing to such Commitments Lender or Issuing Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Loans, L/C Obligations and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans Commitments, Loans, L/C Obligations or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.4. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender and/or Issuing Lender for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), at any reasonable time and from time to time upon reasonable prior notice. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning assignee or transferor transferee Lender and/or at the new request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except 13.15 to the same extent caused by that the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent is otherwise indemnified pursuant to Section 13.1.

Register. (a) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its non‑fiduciary agent, solely for purposes of this Section 11.1712.15(a), to maintain a register (the “Term Loan Register”) on which it will record the Commitments from time to time the name and address of each Term Lender, the Term Loan Commitments, the principal amounts of the LendersTerm Loans and any other obligations under the Loan Documents, and the Loans made by amounts of stated interest due thereon, owing to each of Term Lender pursuant the Lenders terms hereof and each repayment and prepayment in respect of the principal amount of the Loans of each Lenderany Term Note. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such LoansTerm Loans or other obligations under the Loan Documents. With respect to any Term Lender, the transfer of the Term Loan Commitments of such Term Lender and the rights to the principal of, and interest on, any Term Loans and any other obligations under the Loan made pursuant Documents owing to such Commitments Lender shall not be effective until such transfer is recorded on the Term Loan Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loan Commitments and Term Loans and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loan Commitments, Term Loans or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Term Loan Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)12.04. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Term Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Term Lender shall surrender the Term Note (if any) evidencing such Term Loan, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning assignee or transferor transferee Term Lender and/or at the new request of any such Term Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except 12.15(a) to the same extent caused that the Administrative Agent is otherwise indemnified pursuant to Section 12.01. The Term Loan Register is intended to cause each Term Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The Term Loan Register shall be available for inspection by the Borrower and any Term Lender, at any reasonable time and from time to time upon reasonable prior notice, provided that the information contained in the Term Loan Register which is shared with each Term Lender (other than the Administrative AgentAgent and its affiliates) shall be limited to the entries with respect to such Term Lender including the Term Loan Commitment of, or principal amount of and stated interest on the Term Loans owing to such Term Lender. (b) The Borrower hereby designates the Revolving Agent to serve as its non‑fiduciary agent, solely for purposes of this Section 12.15(b), to maintain a register (the “RCF Register”) on which it will record from time to time the name and address of each Revolving Lender, the Revolving Commitments, the principal amounts of the Revolving Loans and any other obligations under the Loan Documents, and the amounts of stated interest due thereon, owing to each Revolving Lender pursuant the terms hereof and any Revolving Note. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s own gross negligenceobligations in respect of such Revolving Loans or other obligations under the Loan Documents. With respect to any Revolving Lender, willful misconduct the transfer of the Revolving Commitments of such Revolving Lender and the rights to the principal of, and interest on, any Revolving Loans and any other obligations under the Loan Documents owing to such Revolving Lender shall not be effective until such transfer is recorded on the RCF Register maintained by the Revolving Agent and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or unlawful actstransfer of all or part of any Revolving Commitments, Revolving Loans or other obligations under the Loan Documents shall be recorded by the Revolving Agent on the RCF Register upon and only upon the acceptance by the Revolving Agent of a properly executed and delivered Assignment and Assumption pursuant to Section 12.04. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Revolving Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption to the Revolving Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Revolving Lender shall surrender the Revolving Note (if any) evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assignee or transferee Revolving Lender at the request of any such Revolving Lender. The Borrower agrees to indemnify the Revolving 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 Revolving Agent in performing its duties under this Section 12.15(b) to the same extent that the Revolving Agent is otherwise indemnified pursuant to Section 12.01. The RCF Register is intended to cause each Revolving Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. The RCF Register shall be available for inspection by the Borrower and any Revolving Lender, at any reasonable time and from time to time upon reasonable prior notice, provided that the information contained in the RCF Register which is shared with each Revolving Lender (other than the Revolving Agent and its affiliates) shall be limited to the entries with respect to such Revolving Lender including the Revolving Commitment of, or principal amount of and stated interest on the Revolving Loans owing to such Revolving Lender.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lenders, the amount of any principal or interest due and payable with respect to such Loans and each repayment and prepayment in respect of the principal amount amount, and related interest amounts of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and for Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its non-fiduciary agent, solely for purposes of this Section 11.1712.15 and such agency being solely for Tax purposes, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each names and addresses of the Lenders, and the Commitments of, and the principal amounts (and stated interest) of the Term Loans made by each of the Lenders and each repayment and prepayment in respect of pursuant to the principal amount of the Loans of each Lenderterms hereof from time to time. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Term Loans. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b), an Administrative Questionnaire completed in respect of the assignee Lender (unless the assignee Lender shall already be a Lender hereunder), the appropriate IRS Forms, if applicable, the processing and recordation fee referred to in Section 12.04(b), if applicable, and the consent of the Administrative Agent and, if required, the Borrower. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Term 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 12.15 except to the extent caused incurred by reason of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable decision). The entries in the Register shall be conclusive absent manifest error. The Register shall be available for inspection by the Administrative Agent’s own gross negligenceBorrower, willful misconduct or unlawful actsthe Collateral Agent and any Lender (with respect to its interest only), at any reasonable time and from time to time upon reasonable prior notice.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s agenttheir Administrative Agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement Acceptance pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such LoanLoan to the Borrowers, and thereupon one or more new Notes in the same aggregate principal amount shall be issued by the Borrowers to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower hereby designates Fiscal Agent, as agent of the Administrative Agent Issuer, shall maintain at its [ ] in the City of New York or London, as specified in the Authorization relating to serve as the Borrower’s agentsuch Securities, solely for purposes of this Section 11.17, to maintain a register for the registration of transfers of each Series of Securities issued in whole or in part in registered form. Upon surrender for the purpose of registration of transfer at such office of the Fiscal Agent of any registered Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Fiscal Agent (it being understood that, until notice to the “Register”contrary is given to holders of Securities of a Series, the Issuer and the Fiscal Agent shall each be deemed to have approved the form of instrument of transfer, if any, printed on any definitive registered Security of such Series) on which it will record and executed by the Commitments registered holder in person or by such holder's attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for Securities of such Series, and a new registered Security of such Series shall be authenticated and issued in the name of the transferee; provided, however, that registered Securities may be delivered for the purpose of registration of transfer by mail but only at the risk and expense of the transferor. Transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the Securities of such Series and such reasonable regulations as may be prescribed by the Issuer. Successive registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the security register. No service charge shall be made for any registration, transfer or exchange of each Securities of a Series unless otherwise provided by the provisions of the LendersSecurities of such Series, but, except as permitted herein with respect to the exchange of temporary securities for definitive securities, the Loans made Fiscal Agent (and any Transfer Agent or authenticating agent appointed pursuant to Section 2 or 3) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection with any registration, transfer or exchange. Any Transfer Agent appointed pursuant to Section 2 shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by each such Transfer Agent of Securities in exchange for other Securities. Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfer or exchange of Securities of a Series during any period specified as not requiring registrations of transfer or exchange in the Securities of such Series. In addition, in the case of Securities of a Series which includes a U.S. Global Security and a European Global Security, the Fiscal Agent will be responsible for (i) maintaining a record of the Lenders aggregate holdings of all outstanding Securities evidenced by the U.S. Global Security and each repayment the European Global Security; (ii) registering transfers between the U.S. Depositary, on the one hand, and prepayment EUROCLEAR or CLEARSTREAM or Clearing System, on the other hand; (iii) ensuring that payments of principal and interest in respect of the principal amount Securities received by the Fiscal Agent from the Issuer are duly credited to the holders of the Loans of each Lender. Failure Securities; (iv) transmitting to make the Issuer any such recordation, or any error in such recordation shall not affect notices from the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer holders of the Commitments of such Lender Securities; and (v) maintaining and promptly updating the respective Schedules to the U.S. Global Security and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsEuropean Global Security.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s its non-fiduciary agent, solely for purposes of this Section 11.1713.15 and such agency being solely for Tax purposes, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each names and addresses of the Lenders, and the Revolving Loan Commitments of, and the principal amounts (and stated interest) of the Loans made by each of the Lenders and each repayment and prepayment in respect of pursuant to the principal amount of the Loans of each Lenderterms hereof from time to time. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b), an Administrative Questionnaire completed in respect of the assignee Lender (unless the assignee Lender shall already be a Lender hereunder), the appropriate IRS Forms, if applicable, the processing and recordation fee referred to in Section 13.04(b), if applicable, and the consent of the Administrative Agent and, if required, the Borrowers. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan Commitment or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving Loan Commitment or 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 at the request of any such Lender. The Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.15, except to the extent caused incurred by reason of its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable decision). The entries in the Register shall be conclusive absent manifest error. The Register shall be available for inspection by the Administrative Borrowers, the Collateral Agent’s own gross negligence, willful misconduct or unlawful actsand any Lender (with respect to its interests only), at any reasonable time and from time to time upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1711.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1711.16, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Revolving Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations any Borrower in respect of such Revolving Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and any Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving 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 Each Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16 (but excluding any such losses, except liabilities, claims, damages or expenses to the extent caused incurred by reason of the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent (as determined by a court of competent jurisdiction in a final and non-appealable decision)).

Register. The Borrowers and UK Borrower hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 11.177.19, to maintain a register (the “"Register”") on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (other than any Swing Line Loan made in other than U.S. Dollars or Pounds Sterling) and each repayment and prepayment in respect of the principal amount of the Loans of each LenderLender (other than any Swing Line Loan made in other than U.S. Dollars or Pounds Sterling). Failure to make any such recordation, recordation or any error in such recordation shall not affect the either Borrower’s 's or UK Borrower's obligations in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the applicable Borrower, UK Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of such a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. With respect to any Lender, the transfer of the Commitments any Commitment of such Lender and or the rights to the principal of, and interest on, any Loan (other than any Swing Line Loan made pursuant to such Commitments in other than U.S. Dollars or Pounds Sterling) shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Commitment or Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Commitment or Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Commitment or Loans (other than any Swing Line Loan made in other than U.S. Dollars or Pounds Sterling) shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement Acceptance pursuant to Section 11.04(b)11.8. Coincident with the delivery of such an Assignment and Assumption Agreement Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, 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 Borrowers and the UK Borrower agrees agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts7.19.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the respective Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note Note, if any, evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall shall, if requested, be issued to the assigning or transferor Lender and/or the new Lender. The registration of any provision of Incremental Revolving Loan Commitments pursuant to Section 1.19 shall be recorded by the Administrative Agent on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving Loan Commitment Agreement. Coincident with the delivery of such Incremental Revolving Loan Commitment Agreement for acceptance and registration of the provision of an Incremental Revolving Loan Commitment, or as soon thereafter as practicable, new Revolving Notes shall be issued to the respective Incremental RL Lender at the request of such Incremental RL Lender. Each Borrower jointly and severally agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the LendersLender, the Loans made by each of the Lenders Lender and each repayment and prepayment in respect of the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such LoansLoan. With respect to any LenderEntries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement, notwithstanding notices to the contrary. The transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans Loan shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused 13.15. The Register shall be available for inspection by the Administrative Agent’s own gross negligenceBorrower, willful misconduct or unlawful actsthe Collateral Agent and any Lender (with respect to its interest only) at any reasonable time and from time to time upon reasonable notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Loans of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates Fiscal Agent, as agent of the Administrative Agent to serve as Issuer for the Borrower’s agentpurpose, solely for purposes of this Section 11.17, to shall maintain a register of each Series of Securities issued in whole or in part in registered form for the registration of transfers of Securities of such Series. Upon presentation for the purpose of registration of transfer at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York (or such other location as may be specified in the “Register”terms of the Securities of such series) of any registered Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Securities of a Series, the Issuer and the Fiscal Agent shall be deemed to have approved the form of instrument of transfer, if any, printed on which it will record any definitive registered Security of such Series), executed by the Commitments registered holder, in person or by such holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for the Securities of such Series, and a new registered Security of such Series and of like tenor shall be authenticated and issued in the name of the transferee; provided, however, that registered Securities may be delivered for the purpose of registration of transfer by mail at the risk and expense of the transferor. Transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the text of the Securities of such Series and such reasonable regulations as may be prescribed by the Issuer. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be named on the Security register. No service charge shall be made for any registration, registration of each transfer or exchange of the Lenders, Securities of a Series unless otherwise provided by the Loans made by each provisions of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect Securities of such Loans. With respect to any LenderSeries, the transfer of the Commitments of such Lender and the rights to the principal ofbut, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent except as otherwise provided herein with respect to ownership the exchange of such Commitments temporary securities for definitive securities, the Fiscal Agent (and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment any Transfer Agent or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement authenticating agent appointed pursuant to Section 11.04(b)2 or 3 hereof, respectively) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection therewith and any other amounts required to be paid by the provisions of the Securities of such Series. Coincident Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities. Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfers or exchange of Securities of a Series during any periods set forth in the text of the Securities of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsSeries.

Register. The Borrower hereby designates the Administrative Facility Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount (and stated interest) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Facility Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Facility Agent on the Register only upon the acceptance by the Administrative Facility Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Facility Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Facility 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 Facility Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Facility Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (and stated interest thereon) and each repayment and prepayment in respect of the principal or interest amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.15. Upon the request of any Lender, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent shall provide such Lender with the Revolving Loan Commitment and outstanding Loan amount of such Lender as such information has been recorded in the Register.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount and interest amounts of the Term Loans of each Lender. Failure to make any such recordationHoldings, or any error in such recordation shall not affect the Borrower’s obligations , the Administrative Agent and the Lenders shall treat each Person whose name is recorded in respect the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such Loanspurposes, absent manifest error), notwithstanding notice to the contrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Term Loans owing to, such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Term 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of of, and stated interest on, the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the any Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Register shall be available for inspection by each Borrower agrees at any reasonable time and from time to indemnify time upon reasonable prior notice. The Register shall be available for inspection by any Lender at the office of the Administrative Agent at any reasonable time and from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except time to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actstime upon reasonable prior notice.

Register. (a) The Borrower hereby designates the Administrative COFACE Agent, and the COFACE Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 11.17Clause 26.8, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. . (b) Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. . (c) With respect to any Lender, the transfer or assignment of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until until: (i) the Transfer Certificate has been executed by the COFACE Agent; and (ii) such transfer is recorded on the Register maintained by the Administrative COFACE Agent with respect to ownership of such Commitments and Loans and prior Loans. Prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. . (d) The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative COFACE Agent on the Register only upon the acceptance by the Administrative COFACE Agent of a properly executed and delivered Assignment and Assumption Agreement Transfer Certificate pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. this Clause 26.8. (e) The Borrower agrees to indemnify the Administrative COFACE Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed onupon, asserted against or incurred by the Administrative COFACE Agent in performing its duties under this Section 11.17, Clause 26.8 except to the extent caused resulting from the gross negligence or wilful misconduct of the COFACE Agent (as determined by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsa court of competent jurisdiction in a final and non-appealable decision).

Register. The Borrower hereby designates the Administrative Agent to serve as -------- the Borrower’s 's agent, solely for purposes of this Section 11.177.12, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment and prepayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Revolving Loan Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts7.12.

Register. The Borrower hereby designates the Administrative Agent to serve Paying Agent, acting for this purpose as an agent of the Borrower’s agent, solely shall maintain at its address for purposes of this notices referred to at Section 11.17, to maintain 11.6 [Notices] a register (the “Register”) on and an account for each Lender in which it the Paying Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each names and addresses of the Lenders and each repayment the Commitments of, and prepayment in respect of the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of each Lender. Failure to make any such recordationmanifest error, or any error in such recordation shall not affect and the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer Paying Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Commitments and the Loans recorded therein for all purposes of this Agreement; provided, however that the failure of the Paying Agent to maintain the Register or an account for any Lender shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender and in accordance with the rights to the principal of, and interest on, terms of this Agreement. An assignment of any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent only upon appropriate entries with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to thereto being made in the transferor with respect to such Commitments and Loans shall remain owing to the transferorRegister. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of Any assignment or transfer of all or part of a Loan, Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or as soon thereafter as practicable, the assigning or transferor Lender shall surrender transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Assumption Agreement, and thereupon one or more new Notes in the same aggregate principal amount shall be issued by the Borrower in the appropriate amount(s) to the designated assignee and the assigning or transferor Lender, if such Lender and/or retains any portion of its Loans, and the new Lenderold Notes shall be returned by the Paying Agent to the Borrower marked “replaced.” The Paying Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to it as part of the Register. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Borrower, and the Lenders and their representatives (including counsel and accountants), at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption Agreement executed by an assigning Lender and an assignee and meeting the requirements set forth in Section 11.11 [Successors and Assigns; Joinder of New Lenders] hereof, the Paying Agent shall (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein in performing its duties under this Section 11.17the Register, except and (iii) give prompt notice thereof to the extent caused by Lenders. Notwithstanding anything to the Administrative Agent’s own gross negligencecontrary contained herein, willful misconduct or unlawful actsno assignment under Section 11.11 shall be effective unless and until the Paying Agent shall have recorded such assignment in the Register. The Paying Agent shall record the name of the transferor, the name of the transferee, and the amount of the transfer in the of all documents required pursuant to Section 11.11 and such other documents as the Paying Agent may reasonably request.

Register. (a) The Borrower hereby designates the Administrative BPIFAE Agent, and the BPIFAE Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 11.17Clause 26.8, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. . (b) Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. . (c) With respect to any Lender, the transfer or assignment of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until until: (i) the Transfer Certificate has been executed by the BPIFAE Agent; and (ii) such transfer is recorded on the Register maintained by the Administrative BPIFAE Agent with respect to ownership of such Commitments and Loans and prior Loans. Prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. . (d) The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative BPIFAE Agent on the Register only upon the acceptance by the Administrative BPIFAE Agent of a properly executed and delivered Assignment and Assumption Agreement Transfer Certificate pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. this Clause 26.8. (e) The Borrower agrees to indemnify the Administrative BPIFAE Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed onupon, asserted against or incurred by the Administrative BPIFAE Agent in performing its duties under this Section 11.17, Clause 26.8 except to the extent caused resulting from the gross negligence or wilful misconduct of the BPIFAE Agent (as determined by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsa court of competent jurisdiction in a final and non‑appealable decision).

Register. The Borrower hereby designates the Administrative Agent Company shall cause to serve be kept st its principal business office as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain a register (the “Register”) on which it will record the Commitments maintained from time to time at San Diego (or at the location within the United States of each America at which Company shall from time to time maintain a business office) a register. The register so maintained by Company is referred to herein as the "Register" in which, pursuant to such reasonable regulations as Company may from time to time prescribe, Company shall provide for the registration of the Lenders, the Loans made by each of the Lenders Debentures and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, for the transfer of registered Debentures. Upon surrender for registration of transfer of the Commitments Debenture at the principal office of such Lender the Company, the Company shall execute and deliver, in the rights name of the designated transferee or transferees, one or more registered Debentures of any authorized denomination and of like aggregate principal amount. Authorized denominations shall comprise U.S.$1,000 or any multiple thereof. At the option of the Holder, registered Debentures may be exchanged for other registered Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at the principal business office of the Company. All Debentures issued upon any registration of transfer or exchange of Debentures shall be valid obligations of the Company, evidencing the same debt, and entitled to the principal ofsame benefits, and interest onas the Debentures surrendered upon such registration of transfer or exchange. Every Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any Loan made pursuant registration of transfer or exchange of the Debentures, but the Company may require payment of a sum sufficient to such Commitments cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the Debenture. The Company shall not be effective until such required (i) to register the transfer of or exchange Debentures for a period of 15 days immediately preceding the date notice is recorded on given identifying the Register maintained by Debentures called for redemption, or (ii) to register the Administrative Agent with respect to ownership transfer of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferoror exchange of any registered Debenture, or portion 45 thereof, called for redemption. The registration registered Holder of assignment or transfer of all or part of any Commitments and Loans a Debenture shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent treated as its owner for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actspurposes.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17, except provided that the Borrowers shall have no obligation to the extent caused by indemnify the Administrative Agent’s own Agent for any loss, claim, damage, liability or expense which resulted primarily from the gross negligence, negligence or willful misconduct or unlawful actsof the Administrative Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, and the Administrative Agent hereby accepts such designation, solely for purposes the purpose of this Section 11.17Section, to maintain a register (the “Register”) on which it the Administrative Agent will record the Commitments from time to time of each of the LendersLender’s Commitment, the Loans made by each of Lender and the Lenders Notes evidencing such Loans, and each repayment and prepayment in respect of the principal amount of the Loans of each LenderLender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations or any other Obligor’s Obligations in respect of such LoansLoans or Notes. With respect to any LenderThe entries in the Register shall be conclusive, in the transfer absence of the Commitments of such Lender manifest error, and the rights to the principal ofBorrower, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect and the Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to ownership the contrary. A Lender’s Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of such Commitments and Loans and prior to such recordation all amounts owing to assignment or transfer in the transferor with respect to such Commitments and Loans shall remain owing to the transferorRegister. The registration of Any assignment or transfer of all a Lender’s Commitment or part of any Commitments and the Loans or the Notes evidencing such Loans made pursuant thereto shall be recorded by the Administrative Agent on registered in the Register only upon the acceptance by delivery to the Administrative Agent of a properly Lender Assignment Agreement duly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)by the assignor thereof. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of No assignment or transfer of all a Lender’s Commitment or part of a Loan, Loans or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note Notes evidencing such Loan, and thereupon one Loans shall be effective unless such assignment or more new Notes transfer shall have been recorded in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred Register by the Administrative Agent as provided in performing this Section. No Lender Assignment Agreement shall be effective until recorded in the Register. Upon its duties under this Section 11.17, except to the extent caused receipt of a Lender Assignment Agreement duly executed by the assigning Lender, the Assignee Lender and any other Person whose consent or acknowledgement is required pursuant to Section 11.11.1, the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent shall promptly (i) accept such Lender Assignment Agreement and (ii) record the information contained therein in the Register.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for the purposes of this Section 11.1710.11, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each LenderLenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b10.06(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 10.11 except to the extent caused by of the Administrative Agent’s own 's gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Each Borrower hereby designates the relevant Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lenders, the amount of any principal or interest due and payable with respect to such Loans and each repayment and prepayment in respect of the principal amount amount, and related interest amounts of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and for Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior Loans. Prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.16, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) (or deliver an affidavit of loss thereof and customary loss note indemnification agreement in favor of the Credit Parties) evidencing such 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.12, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of of, or stated interest on, the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent in performing its duties under this Section 11.17, except Borrower or any Lender (solely with regards to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct Commitments or unlawful actsLoans of such Lender) at any reasonable time and from time to time upon reasonable prior notice.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Parent Borrower in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and any Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Each Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16 (but excluding any such losses, except liabilities, claims, damages or expenses to the extent caused incurred by reason of the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent (as determined by a court of competent jurisdiction in a final and non-appealable decision)).

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”"REGISTER") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments any Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Commitment and/or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Commitment and/or Loan, if any, 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, if requested by such assigning or transferor Lender and/or such new Lender. The Borrower agrees to shall indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1714.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Revolving Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Revolving Loans. With respect to any Lender, the transfer of the Revolving Loan Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b14.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Revolving Note (if any) evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts14.15.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s their agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it the Administrative Agent will record the Commitments from time to time of each of the Lenders, the Revolving Commitments and principal amount of Revolving Loans made and LC Obligations by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure Holdings, the Lead Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to make any the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such recordationpurposes), or any error in such recordation shall not affect notwithstanding notice to the Borrower’s obligations in respect of such Loanscontrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Revolving Loans owing to, such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving 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 at the request of any such Lender. The Borrower agrees registration of any provision of Revolving Commitment Increases pursuant to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Section 2.15 shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Revolving Commitment Agreement. Coincident with the delivery of such Incremental Revolving Commitment Agreement for acceptance and registration of the provision of Revolving Commitment Increases, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by any Lender of a Revolving Commitment Increase, Notes shall be issued, at the Administrative Agent’s own gross negligenceBorrowers’ expense, willful misconduct or unlawful actsto such Lender to be in conformity with Section 2.04 (with appropriate modification) to the extent needed to reflect Revolving Commitment Increases, and outstanding Revolving Loans made by such Lender.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 11.1713.17, to maintain a register at one of its offices in New York, New York (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and and/or Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and and/or Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and and/or Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Commitment and/or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Commitment and/or 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 Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to shall maintain at its Payment and Funding Office a register for the recordation of the names and addresses of the Lenders and the Commitment and Loans of each Lender from time to time (the “Register”) on which it will record ). The Register shall be available for inspection by the Commitments Credit Parties or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register the Commitment and the Loans of each of the LendersLender, the Loans made by each of the Lenders and each repayment and or prepayment in respect of the principal amount of such Loans. Any such recordation shall be prima facie evidence of the Loans of each Lender. Failure amount owed to such Lender hereunder; provided that failure to make any such recordation, or any error in such recordation recordation, shall not affect any Lender’s Commitment or the Borrower’s obligations Obligations in respect of any Loan. The Credit Parties hereby designate Citicorp to serve as the Credit Parties’ agent solely for purposes of maintaining the Register as provided in this Section 2.4, and the Credit Parties hereby agree that, to the extent Citicorp serves in such Loans. With respect to any Lendercapacity, Citicorp and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees” hereunder. (ii) The Credit Parties, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments assignment or transfer thereof shall not be effective until such transfer is recorded on the Register maintained have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1C. Prior to such recordation, all amounts owed with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing the applicable Commitment or Loan shall be owed to the transferor with respect to such Commitments Lender listed in the Register as the owner thereof, and Loans shall remain owing to the transferor. The registration of assignment any request, authority or transfer of all or part consent of any Commitments and Loans Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be recorded by conclusive and binding on any subsequent holder, assignee or transferee of the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment corresponding Commitments or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsLoans.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1714.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Revolving Loans and Term Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Revolving Loans and Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the any Borrower’s obligations in respect of such Revolving Loans or Term Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan or Term Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitments, Revolving Loans and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitments, Revolving Loans and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitments, Revolving Loans and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b14.03(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan or Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Revolving Note or Term Note evidencing such Revolving Loan or Term Loan, and thereupon one or more new Revolving Notes or Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The U.S. Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1714.15, except provided that the U.S. Borrower shall have no obligation to indemnify the extent caused by Administrative Agent for any loss, claim, damage, liability or expense which resulted solely from the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount and interest amounts of the Term Loans of each Lender. Failure to make any such recordationHoldings, or any error in such recordation shall not affect the Borrower’s obligations , the Administrative Agent and the Lenders shall treat each Person whose name is recorded in respect the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such Loanspurposes, absent manifest error), notwithstanding notice to the contrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Term Loans owing to, such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Term 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 at the request of any such Lender. The Borrower agrees registration of any provision of Incremental Term Loan Commitments pursuant to indemnify the Administrative Agent from and against any and all lossesSection 2.15, claims, damages and liabilities of whatsoever nature which may shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Term Loan Commitment Agreement. Coincident with the delivery of such Incremental Term Loan Commitment Agreement for acceptance and registration of the provision of an Incremental Term Loan Commitment, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by such Incremental Term Loan Lenders and Incremental Term Notes shall be issued, at the Administrative AgentBorrower’s own gross negligenceexpense, willful misconduct or unlawful actsto such Incremental Term Loan Lenders, to be in conformity with Section 2.05 (with appropriate modification) to the extent needed to reflect the Incremental Term Loan Commitments, and outstanding Incremental Term Loans made by such Incremental Term Loan Lender.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the such Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Each Borrower hereby designates the Administrative Agent to serve as the each Borrower’s agent, solely for purposes of this Section 11.179.06(e), to (i) maintain a register (the “Register”) on which it the Administrative Agent will record the Commitments from time to time of each of the LendersLender, the Loans made by each of the Lenders Lender and each repayment and prepayment in respect of the principal amount of the Loans of each LenderLender and to (ii) retain a copy of each Assignment and Assumption Agreement delivered to the Administrative Agent pursuant to this Section. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s obligations obligation in respect of such Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent, Swingline Lender, the Issuing Lenders and the other Lenders shall treat each Person in whose name a Loan and the Note evidencing the same is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. With respect to any Lender, the assignment or other transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made and any Note issued pursuant to such Commitments this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by and, except to the Administrative Agent extent provided in this Section 9.06(e), otherwise complies with respect to ownership of such Commitments and Loans Section 9.06, and prior to such recordation all amounts owing to the transferor transferring Lender with respect to such Commitments Commitments, Loans and Loans Notes shall remain owing to the transferortransferring Lender. The registration of assignment or other transfer of all or part of any Commitments Commitments, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement and payment of the administrative fee referred to in Section 9.06(c). The Register shall be available for inspection by each of the Borrowers, the Swingline Lender and each Issuing Lender at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register. No Borrower may replace any Lender pursuant to Section 11.04(b2.08(b). Coincident , unless, with the delivery of respect to any Notes held by such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLender, the assigning or transferor Lender shall surrender the Note evidencing such Loan, requirements of Section 9.06(c) 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts9.06(e) have been satisfied.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its non fiduciary agent, solely for purposes of this Section 11.1712.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time the name and address of each of the LendersLender, the Loans made by each of the Lenders and each repayment and prepayment in respect of Commitments, the principal amount amounts of the Loans and any other obligations under the Loan Documents, and the amounts of stated interest due thereon, owing to each LenderLender pursuant the terms hereof and any Note. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the ‘Borrower’s obligations in respect of such LoansLoans or other obligations under the Loan Documents. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loans and any other obligations under the Loan made pursuant Documents owing to such Commitments Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Commitments, Loans or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)12.04. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning assignee or transferor transferee Lender and/or at the new request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except 12.15 to the same extent caused that the Administrative Agent is otherwise indemnified pursuant to Section 12.01. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice, provided that the information contained in the Register which is shared with each Lender (other than the Administrative Agent’s own gross negligenceAgent and its affiliates) shall be limited to the entries with respect to such Lender including the Commitment of, willful misconduct or unlawful actsprincipal amount of and stated interest on the Loans owing to such Lender.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.12, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of of, or stated interest on, the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent in performing its duties under this Section 11.17, except Borrower at any reasonable time and from time to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actstime upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 12.15 except to the extent caused by the Administrative Agent’s own gross negligence, bad faith or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lendersrecord, the Loans made by each of the Lenders Lenders, the amount of any principal or interest due and payable with respect to such Loans and each repayment and prepayment in respect of the principal amount amount, and related interest amounts of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the The transfer of the Commitments Loans of such any Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and the Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Each of Magellan and the Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 13.15 except to the extent caused by resulting from the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful acts(as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrower shall have the right, upon its written request to the Administrative Agent, to review a copy of the Register at any reasonable time.

Register. (i) The Borrower hereby designates the Revolving and LC Administrative Agent to serve as the Borrower’s agentAgent, acting solely for purposes this purpose as a non-fiduciary agent of this the Borrowers, shall maintain at its address referred to in Section 11.17, 11.8 a copy of each Assignment and Acceptance delivered to maintain it and a register for the recordation of the names and addresses of the Revolving Lenders or LC Lenders, as applicable, and Revolving Issuers, Cash Secured LC Issuers or LC Facility Issuers, as applicable, and the Revolving Commitments or LC Facility Commitments, as applicable, of, and principal amounts of (and stated interest on) the “Register”) on which it will record Revolving Loans and Reimbursement Obligations owing to, each Revolving Lender or LC Lender, as applicable, and Revolving Issuer, LC Facility Issuer or Cash Secured LC Issuer, as applicable, pursuant to the Commitments terms hereof from time to time (the “Revolving and LC Register”). The entries in the Revolving and LC Register shall be conclusive absent manifest error, and the Borrowers, the Revolving and LC Administrative Agent, Revolving Lenders, LC Lenders, Revolving Issuers, the Cash Secured LC Issuers and LC Facility Issuers, shall treat each Person whose name is recorded in the Revolving and LC Register pursuant to the terms hereof as a Revolving Lender or LC Lender, as applicable, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Revolving and LC Administrative Agent shall maintain on the Revolving and LC Register information regarding the designation, and revocation of designation, of any Revolving Lender or LC Lender as a Defaulting Lender. The Revolving and LC Register shall be available for inspection by the Borrowers, the Revolving Issuers, the Cash Secured LC Issuers or LC Facility Issuers, as applicable, and any Revolving Lender or LC Lender, as applicable, at any reasonable time and from time to time upon reasonable prior notice. (ii) The Term Loan Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the Lenders, the Loans made by each names and addresses of the Term Lenders and each repayment the Term Commitments of, and prepayment in respect principal amounts of (and stated interest on) the principal amount of the Term Loans of each LenderTerm Lender pursuant to the terms hereof from time to time (the “Term Register”). Failure to make any such recordationThe entries in the Term Register shall be conclusive absent manifest error, or any error in such recordation shall not affect and the Borrower’s obligations in respect of such Loans. With respect to any LenderBorrowers, the transfer of Term Loan Administrative Agent and Term Lenders, shall treat each Person whose name is recorded in the Commitments of such Lender and the rights Term Register pursuant to the principal ofterms hereof as a Term Lender hereunder for all purposes of this Agreement, and interest on, any Loan made pursuant notwithstanding notice to such Commitments the contrary. The Term Register shall not be effective until such transfer is recorded on the Register maintained available for inspection by the Administrative Agent Borrowers and any Term Lender (solely with respect to ownership of such Commitments its own commitments), at any reasonable time and Loans and from time to time upon reasonable prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsnotice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.16, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.05, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Borrower in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and any Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.05 (but excluding any such losses, except liabilities, claims, damages or expenses to the extent caused incurred by reason of the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsAgent (as determined by a court of competent jurisdiction in a final and non-appealable decision)).

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount (and stated interest) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16, except to the extent caused by the Administrative Agent’s own gross negligencenegligence or willful misconduct. Each Lender that sells a participation shall, willful misconduct acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal and interest amounts of each participant’s interest in the Loans and the obligations thereunder (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or unlawful actsany portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Register. The Borrower hereby designates the Administrative Agent Company shall cause to serve be kept st its principal business office as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain a register (the “Register”) on which it will record the Commitments maintained from time to time at San Diego (or at the location within the United States of each America at which Company shall from time to time maintain a business office) a register. The register so maintained by Company is referred to herein as the "Register" in which, pursuant to such reasonable regulations as Company may from time to time prescribe, Company shall provide for the registration of the Lenders, the Loans made by each of the Lenders Debentures and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, for the transfer of registered Debentures. Upon surrender for registration of transfer of the Commitments Debenture at the principal office of such Lender the Company, the Company shall execute and deliver, in the rights name of the designated transferee or transferees, one or more registered Debentures of any authorized denomination and of like aggregate principal amount. Authorized denominations shall comprise U.S.$1,000 or any multiple thereof. At the option of the Holder, registered Debentures may be exchanged for other registered Debentures of any authorized denominations and of a like aggregate principal amount, upon surrender of the Debentures to be exchanged at the principal business office of the Company. All Debentures issued upon any registration of transfer or exchange of Debentures shall be valid obligations of the Company, evidencing the same debt, and entitled to the principal ofsame benefits, and interest onas the Debentures surrendered upon such registration of transfer or exchange. Every Debenture presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any Loan made pursuant registration of transfer or exchange of the Debentures, but the Company may require payment of a sum sufficient to such Commitments cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of the Debenture. The Company shall not be effective until such required (i) to register the transfer of or exchange Debentures for a period of 15 days immediately preceding the date notice is recorded on given identifying the Register maintained by Debentures called for redemption, or (ii) to register the Administrative Agent with respect to ownership transfer of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferoror exchange of any registered Debenture, or portion 37 thereof, called for redemption. The registration registered Holder of assignment or transfer of all or part of any Commitments and Loans a Debenture shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent treated as its owner for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actspurposes.

Register. The Borrower hereby designates the Administrative Agent to serve as the a non-fiduciary agent of Borrower’s agent, solely for purposes of this Section 11.179.4, to maintain at one of its offices a register for the recordation of the names and addresses of each Lender, and the principal amount (and stated interest) of the Loans (or portions thereof) owing to and/or Future Advances to be funded by, each Lender pursuant to the terms hereof from time to time and each repayment with respect to the principal amount of the Loan of each Lender (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender). Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s, Administrative Agent’s or any Lender’s obligations in respect of such Loansthe Loan. With respect to Without limiting the terms and provisions of Section 9.1 hereof, no assignment, sale, negotiation, pledge, hypothecation or other transfer of any part of any Lender, the transfer of the Commitments of such Lender ’s interest in and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Lender shall have provided Administrative Agent with respect to ownership written notice of such Commitments transfer and Loans Administrative Agent shall have registered such assignee’s name and prior to such recordation all amounts owing address in the Register. The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and each Lender shall treat each Person whose name is recorded in the Register pursuant to the transferor with respect to such Commitments and Loans shall remain owing terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the transferorcontrary. The registration of assignment or transfer of all or part of any Commitments and Loans Register shall be recorded available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower hereby agrees to indemnify the Administrative Agent Borrower and to hold Borrower harmless from and against any and all lossesactions, suits, claims, damages demands, liabilities, losses, damages, obligations and liabilities actual costs and expenses which Borrower sustains or incurs as a consequence of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17maintaining the Register, except to the extent such loss or expense is caused by the Administrative AgentBorrower’s own gross negligence, fraud or willful misconduct or unlawful actsmisconduct.

Register. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to shall maintain at its Payment and Funding Office a register for the recordation of the names and addresses of the Lenders and the Commitment and Loans of each Lender from time to time (the “Register”) on which it will record ). The Register shall be available for inspection by the Commitments Credit Parties or any Lender at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register the Commitment and the Loans of each of the LendersLender, the Loans made by each of the Lenders and each repayment and or prepayment in respect of the principal amount of such Loans. Any such recordation shall be prima facie evidence of the Loans of each Lender. Failure amount owed to such Lender hereunder; provided that failure to make any such recordation, or any error in such recordation recordation, shall not affect any Lender’s Commitment or the Borrower’s obligations Obligations in respect of any Loan. The Credit Parties hereby designate Citibank to serve as the Credit Parties’ agent solely for purposes of maintaining the Register as provided in this Section 2.4, and the Credit Parties hereby agree that, to the extent Citibank serves in such Loans. With respect to any Lendercapacity, Citibank and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees” hereunder. (ii) The Credit Parties, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments assignment or transfer thereof shall not be effective until such transfer is recorded on the Register maintained have been accepted by the Administrative Agent and recorded in the Register as provided in Section 9.1C. Prior to such recordation, all amounts owed with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing the applicable Commitment or Loan shall be owed to the transferor with respect to such Commitments Lender listed in the Register as the owner thereof, and Loans shall remain owing to the transferor. The registration of assignment any request, authority or transfer of all or part consent of any Commitments and Loans Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be recorded by conclusive and binding on any subsequent holder, assignee or transferee of the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment corresponding Commitments or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsLoans.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1711.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the LendersLenders (including any increases to the principal amounts thereof as a result of payment of PIK Interest), the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts11.15.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1713.16, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.16.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”) on which it will record the Term Loan Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Term Loans. With respect to any Lender, the transfer of the Term Loan Commitments of such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Term Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loan Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loan Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Term Loan Commitments and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note (if any) evidencing such Term Loan, 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. The Borrower hereby designates the Administrative Agent Security Trustee to serve as the Borrower’s 's agent, solely for purposes of this Section 11.179.8(d), to maintain a register (the “"Register”") on which it will record the Commitments registered holder of the Notes of each Series and the registration of transfers of Notes of each Series made pursuant to and in accordance with Section 9.8(c). The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice, and the Security Trustee shall, reasonably promptly after (a) any person becomes a Lender after the date hereof and (b) any Lender alters or modifies its name or address, notify the Borrower of each and deliver to the Borrower a written update of the names and addresses of all Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loansthe Loan Amount of any Lender. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any the Loan Amount made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Security Trustee with respect to ownership of such Commitments Commitment and Loans Loan Amount and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans Loan Amount shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments the Commitment and Loans the Loan Amount shall be recorded by the Administrative Agent Security Trustee on the Register only upon the acceptance by the Administrative Agent Security Trustee of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)Transfer Supplement. Coincident with the delivery of such an Assignment and Assumption Agreement a Transfer Supplement to the Administrative Agent Security Trustee for acceptance and registration of assignment or transfer of all or part of a LoanLoan Amount, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note Notes evidencing such LoanLoan Amount, and thereupon one or more new Notes of the same series of Notes in the same aggregate principal amount shall be issued by the Borrower to the assigning or transferor Lender and/or the new Lender, as appropriate to reflect such assignment. The Such new Notes shall be authenticated by the Security Trustee. By execution and delivery hereof, the Borrower request and directs the Security Trustee to authenticate and deliver the Notes to be issued hereunder and the Security Trustee agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsdo so.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.179.17 (Register), to maintain a register (the “Register”) on which it will shall record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment and prepayment in respect of the principal amount of the Loans of each Lenderthe Lenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any each Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b9.04 (Benefit of Agreement). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, its Notes 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 Borrower agrees to indemnify Borrower, the Administrative Agent from and against any and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all lossespurposes of this Agreement, claimsnotwithstanding notice to the contrary. Upon the written request of the Borrower, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except shall at the expense of the Borrower make the Register or a photocopy thereof available to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsBorrower.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its non-fiduciary agent, solely for purposes of this Section 11.1712.14, to maintain a register (the “Register”) on which it will record the Commitments from time to time the name and address of each of the LendersLender, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount amounts of the Loans and any other obligations under the Loan Documents, and the amounts of stated interest due thereon, owing to each LenderLender pursuant the terms hereof and any Note. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such LoansLoans or other obligations under the Loan Documents. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loans and any other obligations under the Loan made pursuant Documents owing to such Commitments Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Loans and Loans other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)12.04. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning assignee or transferor transferee Lender and/or at the new request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except 12.14 to the same extent caused by that the Administrative Agent’s own gross negligenceAgent is otherwise indemnified pursuant to Section 12.01. The Register is intended to cause each Loan and other obligation hereunder to be in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within the meaning of Sections 163(f), willful misconduct or unlawful acts871(h)(2) and 881(c)(2) of the Code. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice, provided that the information contained in the Register that is shared with each Lender (other than the Administrative Agent and its affiliates) shall be limited to the entries with respect to such Lender including the principal amount of and stated interest on the Loans owing to such Lender.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment and prepayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts12.16.

Register. The Borrower hereby designates the Administrative -------- Agent to serve as the such Borrower’s 's agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment and prepayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments any Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Loan Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan Commitment and/or Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Revolving Loan Commitment and/or 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 Borrower jointly and severally agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each names and addresses of the Lenders, and the Commitments of, and the principal amounts (and stated interest) of the Loans made by each of the Lenders and each repayment and prepayment in respect of pursuant to the principal amount of the Loans of each Lenderterms hereof from time to time. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b), an Administrative Questionnaire completed in respect of the assignee Lender (unless the assignee Lender shall already be a Lender hereunder), the appropriate IRS Forms, if applicable, the processing and recordation fee referred to in Section 12.04(b), if applicable, and the consent of the Administrative Agent and, if required, the Borrower. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 12.15 except to the extent caused incurred by the Administrative Agent’s own reason of its bad faith, gross negligence, negligence or willful misconduct or unlawful acts(as determined by a court of competent jurisdiction in a final, non-appealable decision).

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1714.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b14.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1714.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates Depositary or its agent shall maintain at an office which may, but need not, be the Administrative Agent to serve as the BorrowerDepositary’s agent, solely for purposes of this Section 11.17, to maintain registered office: (a) a register (the “Register”) on for the registration, registration of transfer, combination and split up of Depositary Receipts, which it will record at reasonable times shall be open for inspection by Holders for the Commitments purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement; and (b) facilities for the delivery and receipt of Depositary Receipts. Subject to the immediately preceding sentence, the Depositary may close the Register at any time or from time to time of each when deemed expedient by it. Title to the Depositary Receipts shall be evidenced by entry in the Register. This Certificate evidences the Holder’s entitlement to the Depositary Receipts. Title to these Depositary Receipts may be transferred by the Holder providing the Depositary with a duly executed stock transfer form setting out the person to whom a specified number of the LendersDepositary Receipts will be transferred and the Certificates therefor and such other requirements as set forth in the Deposit Agreement. By holding a Depositary Receipt or an interest therein, Holders are confirming that they have read, and are in agreement with, the Loans made by each provisions, terms and obligations set forth in the Deposit Agreement and that the Deposit Agreement shall govern the rights of the Lenders and each repayment and prepayment Holder in respect of the principal amount Depositary Receipts and the Deposited Property and the obligations and liability of and to the Loans of each Lender. Failure to make any such recordationDepositary, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lenderincluding, without limitation, the transfer indemnification obligations of Holders, the Commitments of such Lender limitations on Holder rights against the Depositary, the possibility that the Holder will be deemed to have taken certain actions or provided certain instructions under the Deposit Agreement, the representations and warranties given and to be given by Holders and the rights fees, charges, taxes, duties and expenses payable by a Holder. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to the principal of, Deposit Agreement and interest on, any Loan made each Holder shall be bound and required to give such warranties and certifications to the Depositary as the Depositary may reasonably require. Each person depositing Company Securities and to whom Depositary Receipts are to be issued pursuant to such Commitments the Deposit Agreement and each Holder shall not be effective until such transfer is recorded on taken to warrant that Company Securities which are transferred or issued to the Register maintained by the Administrative Agent Custodian with respect to ownership of which Depositary Receipts are to be issued or are so issued are duly authorized, validly issued and outstanding, fully paid up, non-assessable and legally obtained by the person depositing such Commitments Company Securities and Loans the person to whom Depositary Receipts are to be issued, all pre-emptive and prior to such recordation all amounts owing to the transferor comparable rights, if any, with respect to such Commitments Company Securities have been validly waived or exercised, such person is duly authorized to deposit such Company Securities under the Deposit Agreement, such Company Securities are being transferred or, as the case may be, issued free and Loans shall remain owing clear of all liens, charges, encumbrances, security interests, adverse claims or other third party interests, that such transfers or, as the case may be, such issues of Company Securities to the transferor. The registration Custodian are not in contravention of assignment the Articles of Association of the Company or transfer of all or part of any Commitments contractual obligation binding on such person or the person making the transfer or of any applicable law or regulation or order binding on or affecting such person or the person making the transfer, and Loans shall to the extent such person is an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act, that at the time of any transfer, sale or other disposition of the Depositary Receipts representing such Company Securities (i) the Company Securities will be recorded by duly registered pursuant to an effective registration statement under the Administrative Agent on Securities Act or (ii) all of the Register only provisions of Rule 144 under the Securities Act which enable the Company Securities to be freely sold (in the form of Depositary Receipts) will be fully complied with and, in either case, all of the Depositary Receipts representing such Company Securities will not be “restricted securities” as defined in Rule 144 upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loansale thereof, and thereupon one or more new Notes in such person, and the same aggregate principal amount person making such transfer shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent Depositary on demand by way of continuing indemnity from and against any and all losses, claims, damages and liabilities Losses which it may suffer or incur by reason of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsany breach of any such representation and/or warranty.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “Register”) on which it will record the Commitments Individual Exposure from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount (and stated interest) of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Individual Exposure of such Lender and the rights to the principal of, and interest on, reimbursement for any Loan made pursuant to such Commitments Unpaid Drawing under any Existing Letter of Credit shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Existing Letter of Credit Exposure and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Existing Letter of Credit Exposure and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Existing Letter of Credit Exposure and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16, except to the extent caused by the Administrative Agent’s own gross negligencenegligence or willful misconduct. Each Lender that sells a participation shall, willful misconduct acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal and interest amounts of each participant’s interest in the Loans and the obligations thereunder (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or unlawful actsany portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Register. (a) The Borrower hereby designates Senior Notes and the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain Warrants shall be issued in registered form only. The Company shall keep a register (the “"Senior Note Register”") on in which it will record provision shall be made for the Commitments from time to time of each registration of the LendersSenior Notes and the registration of transfers of the Senior Notes and a register (the "Warrant Register") in which provisions shall be made for the registration of the Warrants and the registration of transfers thereof. Such Registers shall be kept at the principal office of the Company and the Company is hereby appointed "Senior Note Registrar" and the "Warrant Registrar" for the purpose of registering the Senior Notes and the Warrants, respectively, and transfers of the Senior Notes. Subject to compliance with the provisions of Article III hereof by a transferee, upon surrender for registration of transfer of any Senior Note or Warrant at the principal office of the Company and compliance with the provisions of Section 3.1, if applicable, the Loans made by each Company shall execute and deliver, in the name of the Lenders and designated transferee, a new Senior Note or Warrant, as the case may be, of a like amount. The Company shall make or cause to be made a notation on each repayment and prepayment in respect new Senior Note of the principal amount of all payments of principal previously made on the Loans surrendered Senior Note and the date to which interest accrued on the surrendered Senior Note has been paid. The Company shall treat the individual or entity in whose name each Senior Note is registered on the Senior Note Register or Warrant on the Warrant Register, as the case may be, as the sole and absolute owner thereof, notwithstanding any contrary notice. (b) Upon receipt of each Lender. Failure evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Senior Note or Warrant and of a letter of indemnity reasonably satisfactory to the Company, and upon reimbursement to the Company of all reasonable expenses incident thereto, and upon surrender or cancellation of a Senior Note or Warrant, if mutilated, the Company will make any such recordation, and deliver a new Senior Note or any error Warrant of like tenor in such recordation shall not affect the Borrower’s obligations in respect lieu of such Loans. With respect to any Lenderlost, the transfer of the Commitments of such Lender and the rights to the principal ofstolen, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment destroyed or transfer of all mutilated Senior Note or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsWarrant.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.179.16, to maintain a register (the “"Register”") on which it will shall record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. A Lender may also request that its Voting Percentage be divided on a pro rata basis into two (or more) portions by written notice delivered to the Administrative Agent, in which case the Administrative Agent shall record the respective portions of such Lender's Voting Percentage in the Register; provided, however, that in the event that a Lender votes any portion of its Voting Percentage against any proposal requiring the Lenders' consent hereunder, the Borrower shall be entitled to treat such Lender as a non-consenting Lender for all purposes hereunder, including Section 9.12 hereof, for so long as any portion of such Lender's Voting Percentage remains in opposition to such proposal. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall be recorded by the Administrative Agent on the Register only upon the receipt and acceptance by the Administrative Agent of (i) a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment 9.4(b) and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, (ii) the assigning or transferor Lender's Lender shall surrender the Note evidencing such Loan, and thereupon Notes (if any) whereupon one or more new Lender Notes (upon request) in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new LenderLender and the old Lender Notes shall be returned to the Borrower marked "canceled". The Borrower agrees Subject to indemnify the third sentence of this Section 9.16, the entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Insurer, the Administrative Agent from and against any and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all losses, claims, damages and liabilities purposes of whatsoever nature which may this Agreement. The Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent Borrower, the Insurer (so long as the Senior Facility Insurance Policy is in performing its duties under this Section 11.17effect) and any Lender, except at any reasonable time and from time to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actstime upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.177.12, to maintain a register (the “"Register”") on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment and prepayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation recordations shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a LoanRevolving Loan Commitment, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loanits Revolving Note, 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts7.12.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such 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, in each case upon the request of the respective Lenders. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.17.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lenders, the amount of any principal or interest due and payable with respect to such Loans and each repayment and prepayment in respect of the principal amount amount, and related interest amounts of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments the Revolving Loan Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Revolving Note (if any) evidencing such Loan, and thereupon one or more new Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Each of Magellan and the Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 13.15 except to the extent caused by resulting from the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful acts(as determined by a court of competent jurisdiction in a final and non-appealable decision). In addition, the Borrower shall have the right, upon its written request to the Administrative Agent, to review a copy of the Register at any reasonable time.

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15 and such agency being solely for Tax purposes, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each names and addresses of the Lenders, and the Revolving Loan Commitments of, and the principal amounts (and stated interest) of the Loans made by each of the Lenders and each repayment and prepayment in respect of pursuant to the principal amount of the Loans of each Lenderterms hereof from time to time. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b), an Administrative Questionnaire completed in respect of the assignee Lender (unless the assignee Lender shall already be a Lender hereunder), the appropriate IRS Forms, if applicable, the processing and recordation fee referred to in Section 13.04(b), if applicable, and the consent of the Administrative Agent and, if required, the Borrowers. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan Commitment or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Revolving Loan Commitment or 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 at the request of any such Lender. The Borrower agrees Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.15, except to the extent caused incurred by reason of its bad faith, gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final, non-appealable decision). The entries in the Register shall be conclusive absent manifest error. The Register shall be available for inspection by the Administrative Borrowers, the Collateral Agent’s own gross negligence, willful misconduct or unlawful actsand any Lender (with respect to its interests only), at any reasonable time and from time to time upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1713.17, to maintain a register at one of its offices in New York, New York (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of any of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and and/or Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and and/or Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitments and and/or Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Commitment and/or Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note or Notes evidencing such LoanCommitments and/or Loans, 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which that may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17 (but excluding any such losses, except liabilities, claims, damages or expenses to the extent caused incurred by reason of the gross negligence or willful misconduct of the Administrative Agent (as determined by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actscourt of competent jurisdiction in a final and non-appealable decision)).

Register. The Borrower Borrowers hereby designates designate the Administrative Agent to serve as the Borrower’s their agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and the stated interest on, and each repayment and prepayment in respect of the principal amount of of, the Term Loans of each Lender. Failure Each Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to make any the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive absent manifest error for such recordationpurposes), or any error in such recordation shall not affect notwithstanding notice to the Borrower’s obligations in respect of such Loanscontrary. With respect to any Lender, the transfer of the Commitments of, and the principal (and interest) amounts of the Term Loans owing to, such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Term 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 at the request of any such Lender. The Borrower agrees registration of any provision of Incremental Term Loan Commitments pursuant to indemnify the Administrative Agent from and against any and all lossesSection 2.15, claims, damages and liabilities of whatsoever nature which may shall be imposed on, asserted against or incurred recorded by the Administrative Agent in performing its duties under this Section 11.17on the Register only upon the acceptance of the Administrative Agent of a properly executed and delivered Incremental Term Loan Commitment Agreement. Coincident with the delivery of such Incremental Term Loan Commitment Agreement for acceptance and registration of the provision of an Incremental Term Loan Commitment, except as the case may be, or as soon thereafter as practicable, to the extent caused requested by such Incremental Term Loan Lenders, Term Notes shall be issued, at the Administrative Agent’s own gross negligenceLead Borrower’ expense, willful misconduct or unlawful actsto such Incremental Term Loan Lenders, to be in conformity with Section 2.05 (with appropriate modification) to the extent needed to reflect the Incremental Term Loan Commitments, and outstanding Incremental Term Loans made by such Incremental Term Loan Lender.

Register. The Borrower hereby designates Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent Agent’s Office a copy of each Assignment and Acceptance delivered to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Revolving Credit Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record ). The entries in the Commitments Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time of each upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the LendersRegister. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Loans made Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Assignee in an amount equal to the amount assumed by each such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the Lenders and each repayment and prepayment assigning Lender in respect of an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the Loans of each Lender. Failure to make any such recordationsurrendered Notes, or any error in such recordation shall not affect be dated the Borrower’s obligations in respect effective date of such Loans. With respect to any Lender, Assignment and Acceptance and shall otherwise be in substantially the transfer form of the Commitments of such Lender assigned Notes. The surrendered Notes shall be cancelled and the rights returned to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsBorrowers.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1711.20, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s 's obligations in respect of such Loanshereunder or under any other Loan Document. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b11.4(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such LoanLoans, 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 11.20 except to the extent caused by resulting from the Administrative Agent’s own 's gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1712.17, to maintain a register (the “Register”) on which it will record the Revolving Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Revolving Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Acceptance Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Acceptance Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, 13.17 except to the extent when caused by the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence. Notwithstanding the foregoing, willful misconduct or unlawful actsin the case of any assignment of any Term Loans pursuant to clause (x) of Section 13.04(b) that is not reflected in the Register, the assigning Lender shall maintain a comparable register on behalf of the Administrative Agent.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.16, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of of, or stated interest on, the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender for all purposes of this Agreement. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender at the request of any such Lender. The Borrower agrees to indemnify entries in the Register shall be conclusive, absent manifest error, and the Borrower, Administrative Agent from and against any and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all lossespurposes of this Agreement, claims, damages and liabilities of whatsoever nature which may notwithstanding anything to the contrary. The Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent in performing its duties under this Section 11.17, except Borrower at any reasonable time and from time to time upon reasonable prior notice. The parties intend that all extensions of credit to the extent caused by Borrower and its Affiliates hereunder shall at all times be treated as being in registered form within the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsmeaning of Treasury Regulation Section 5f.103-1(c) and shall interpret the provisions herein regarding the Register consistent with such intent.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Revolving Loan Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.17, except to the extent caused by the Administrative Agent’s own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1712.21, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitments, shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and and/or Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and and/or Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note Note, if any, evidencing such Loan, and thereupon thereupon, if requested by the respective Lender, 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts12.21.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.179.16, to maintain a register (the “Register”) on which it will shall record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. A Lender may also request that its Voting Percentage be divided on a pro rata basis into two (or more) portions by written notice delivered to the Administrative Agent, in which case the Administrative Agent shall record the respective portions of such Lender’s Voting Percentage in the Register; provided, however, that in the event that a Lender votes any portion of its Voting Percentage against any proposal requiring the Lenders’ consent hereunder, the Borrower shall be entitled to treat such Lender as a non-consenting Lender for all purposes hereunder, including Section 9.12 hereof, for so long as any portion of such Lender’s Voting Percentage remains in opposition to such proposal. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans (other than in the case of any transfer by a Lender that is a CP Conduit to its CP Conduit Committed Lenders or Liquidity Provider) shall be recorded by the Administrative Agent on the Register only upon the receipt and acceptance by the Administrative Agent of (i) a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment 9.4(b) and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, (ii) the assigning or transferor Lender’s Lender shall surrender the Note evidencing such Loan, and thereupon Notes (if any) whereupon one or more new Lender Notes (upon request) in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new LenderLender and the old Lender Notes shall be returned to the Borrower marked “canceled”. The Borrower agrees Subject to indemnify the third sentence of this Section 9.16, the entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent from and against any and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all losses, claims, damages and liabilities purposes of whatsoever nature which may this Agreement. The Register shall be imposed on, asserted against or incurred available for inspection by the Administrative Agent in performing its duties under this Section 11.17Borrower and any Lender, except at any reasonable time and from time to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actstime upon reasonable prior notice.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s non-fiduciary agent, solely for purposes of this Section 11.177.12, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment and prepayment in respect of the principal amount of the Loans of each LenderBank. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any LenderBank, the transfer of the Revolving Loan Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts7.12.

Register. The Borrower hereby designates the Administrative Agent to serve as its nonfiduciary agent (and such agency being solely to the Borrower’s agentextent required for tax purposes), solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time the name and address of each Lender and each Issuing Lender, the Commitments, the principal amounts (and related interest amounts) of the LendersLoans, L/C Obligations and any other obligations under the Loans made by Loan Documents, and the amounts of stated interest due thereon, owing to each of the Lenders Lender and each repayment Issuing Lender pursuant the terms hereof and prepayment in respect of the principal amount of the Loans of each Lenderany Note. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans, L/C Obligations or other obligations under the Loan Documents. With respect to any Lender or Issuing Lender, the transfer of the Commitments of such Lender or Issuing Lender and the rights to the principal of, and interest on, any Loans, L/C Obligations and any other obligations under the Loan made pursuant Documents owing to such Commitments Lender or Issuing Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Loans, L/C Obligations and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans Commitments, Loans, L/C Obligations or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b)13.4. The entries in the Register shall be conclusive (absent manifest error) and upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender or Issuing Lender for all purposes of this Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Lender or Issuing Lender, at any reasonable time and from time to time upon reasonable prior notice. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning assignee or transferor transferee Lender and/or at the new request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except 13.15 to the same extent caused by that the Administrative Agent’s own gross negligence, willful misconduct Agent is otherwise indemnified pursuant to Section 13.1 or unlawful actsSection 12.6.

Register. The Borrower hereby designates Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent Agent’s Office a copy of each Assignment and Acceptance delivered to serve as the Borrower’s agent, solely for purposes of this Section 11.17, to maintain it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of, and principal amounts of the Revolving Credit Loans and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record ). The entries in the Commitments Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time of each upon reasonable prior notice. In addition, at any time that a request for a consent for a material or other substantive change to the Loan Documents is pending, any Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the LendersRegister. Upon its receipt of an Assignment and Acceptance executed by the parties to such assignment, together with each Note subject to such assignment, the Loans made Administrative Agent shall (a) record the information contained therein in the Register, and (b) give prompt notice thereof to the Borrowers and the Lenders (other than the assigning Lender). Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Administrative Agent, in exchange for each surrendered Note, a new Note to the order of such Assignee in an amount equal to the amount assumed by each such Assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the Lenders and each repayment and prepayment assigning Lender in respect of an amount equal to the amount retained by it hereunder. Such new Notes shall provide that they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the Loans of each Lender. Failure to make any such recordationsurrendered Notes, or any error in such recordation shall not affect be dated the Borrower’s obligations in respect effective date of such Loans. With respect to any Lender, Assignment and Acceptance and shall otherwise be in substantially the transfer form of the Commitments of such Lender assigned Notes. The surrendered Notes shall be cancelled and the rights returned to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful actsBorrowers.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note Note, if any, evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall shall, if requested, be issued to the assigning or transferor Lender and/or the new Lender. The Borrower jointly and severally agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts13.15.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1713.15, to maintain a register (the “Register”) on which it will record the Revolving Loan Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Revolving Loan Commit­ments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Revolving Loan Commit­ments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Loan Commitments and Loans shall remain owing to the transferor. The registration registra­tion of assignment or transfer of all or part of any Revolving Loan Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Adminis­trative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant pur­suant to Section 11.04(bSec­tion 13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever what­so­ever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.15. Each Lender that sells a participation, acting solely for this purpose as an agent of the Borrower, shall maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Revolving Loan Commitments, Loans, Letters of Credit or its other obligations under this Agreement) except to the extent caused by that such disclosure is necessary to establish that such Revolving Loan Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive, and such Lender, each Credit Party and the Administrative Agent’s own gross negligenceAgent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, willful misconduct or unlawful actsnotwithstanding notice to the contrary.

Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 11.1713.17, to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b13.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1713.17, except to the extent caused by the Administrative Agent’s 's own gross negligence, negligence or willful misconduct or unlawful actsmisconduct.

Register. The Parent Borrower hereby designates the Administrative Agent to serve as the Borrower’s its agent, solely for purposes of this Section 11.1711.16, to maintain a register (the “"Register”") on which it will record the Term Loan Commitments from time to time of each of the Lenders, the Term Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Parent Borrower in respect of such Term Loans. With respect to any Lender, the transfer of the Term Loan Commitments of such Lender and the rights to the principal of, and interest on, any Term Loan made pursuant to such Term Loan Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loan Commitments and Term Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loan Commitments and Term Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Term Loan Commitments and any Term Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Term Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loan, 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. The Parent Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1711.16 (but excluding any such losses, except liabilities, claims, damages or expenses to the extent caused incurred by reason of the gross negligence or willful misconduct of the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision)). * * *

Register. The Each Borrower hereby designates the Administrative Agent to serve as the such Borrower’s 's agent, solely for purposes of this Section 11.1712.16, to maintain a register (the “"Register”') on which it will record the name, address and taxpayer identification number, if any, of each of the Lenders, the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount of the Loans of each Lenderof the Lenders. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the such Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Commitment and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans Loan shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 11.04(b12.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such 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 LenderLender at the request of any such Lenders. The Each Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.1712.16, except to the extent caused by provided that no Borrower shall be liable for any portion of such losses, claims, damages and liabilities resulting from the Administrative Agent’s own 's gross negligence, negligence or willful misconduct or unlawful acts(as determined by a court of competent jurisdiction in a final and non-appealable decision).