Common use of Registry Clause in Contracts

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term 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 Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment by any Lender to an assignee pursuant to Section 13.11, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the such Borrower’s agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of (and stated interest on) the Term Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW ParentBorrowers, the Administrative Agent and the Lenders may shall treat each Person whose name is registered therein for all purposes holder as a party to this Agreementabsolute owner. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by such Lender, each repayment of any Loan made by such Lender, the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests stated amount of each Lender Letter of Credit and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, Loans and the BorrowerLetters of Credit. (b) The Borrower hereby agrees that, upon the CSSW Parent, request of the Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.05 hereof, (v) be entitled to the benefits of this Agreement, and (vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Lender may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the Lenders amount of such Loan or payment, as the case may treat each Person whose name is registered therein for all purposes as be. Notwithstanding the foregoing, the failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.1012.15, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.15.

Registry. The Borrower hereby designates the Administrative Agent, and the (a) Each Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the a “Register”) on which it will record the Term Commitment (if any) of the applicable Class of each Lender, each Loan made by each Lender (including Loans made by each way of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereonBankers’ Acceptances) and each repayment in of any such Loan made to such Lender. Any such recordation by an Administrative Agent on a Register shall be conclusive, absent manifest error. With respect to any Lender, the assignment or other transfer of the principal amount Commitment (if any) of the Term applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register and otherwise complies with Section 9.07(b). The registration of assignment or other transfer of all or part of any Commitments, Loans and Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by such Administrative Agent of each Lendera properly executed and delivered Assignment and Assumption referred to in Section 9.07(b). Each Register shall be available at the offices where kept by the applicable Administrative Agent for inspection by the applicable Borrowers and any applicable Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations in respect of any obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or all of such Term Loans. The entries in the Register Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) to such Borrower shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment evidenced by any Lender to an assignee pursuant to Section 13.11, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount shall be issued of such Loans to such Borrower made by such Lender, with interest as provided herein on the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, unpaid principal amount of such Loans from time to time, upon reasonable prior noticetime outstanding.

Registry. 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 12.10, SECTION 11.12 to maintain a register at the Notice Office (the “Register”"REGISTER") on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.11SECTION 11.9. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available imposed on, asserted against or incurred by Agent in performing its duties under this SECTION 11.12 except for inspection by those resulting solely from Agent's willful misconduct and/or gross negligence in the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeperformance of such duties.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, 12.13 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term 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 Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the rights to the principal of, and interest on, any Term Loans made Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note (if any) evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by Administrative Agent (other than those arising from the Borrower gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful negligence of the Administrative Agent) in performing its duties under this Section 12.13.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 13.14 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the rights to the principal of, and interest on, any Term Loans made Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance Assumption Agreement pursuant to Section 13.1113.9(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note (if any) evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrowers agree to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by Administrative Agent (other than those arising from the Borrower gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful negligence of the Administrative Agent) in performing its duties under this Section 13.14.

Registry. 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 12.1011.17, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Revolving Loan Commitments from time to time of each of the Banks, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term Revolving 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, any Term Loans Revolving Loan made pursuant to such 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 Term Loans, Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1111.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Revolving Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 11.17.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.1012.15, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Each of the Borrowers agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.15.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is 144 146 recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrowers agree to jointly and severally indemnify Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by Agent in performing its duties under this Section 12.12, except as resulting primarily from the Borrower gross negligence, bad faith or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful misconduct of Agent.

Registry. 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 12.10, 12.17 to maintain a ------------- register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to -------- time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident --------------- with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.Administrative Agent in performing its duties under this Section ------- 12.17. -----

Registry. 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 12.1013.17, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Revolving Loan Commitments from time to time of each of the Banks, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term Revolving 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, any Term Loans Revolving Loan made pursuant to such 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 Term Loans, Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1113.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Revolving Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAgent in performing its duties under this Section 13.17.

Registry. 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 12.1012.14, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.14.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Revolving Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the such Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Revolving Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Revolving Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Revolving Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Revolving 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by such Lender, each repayment of any Loan made by such Lender, the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests stated amount of each Lender Letter of Credit and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, Loans and the BorrowerLetters of Credit. (b) The Borrower hereby agrees that, upon the CSSW Parent, request of the Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the benefits of this Agreement, and (vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Lender may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the Lenders amount of such Loan or payment, as the case may treat each Person whose name is registered therein for all purposes as be. Notwithstanding the foregoing, the failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to covenants that it shall maintain a register at the Notice Office (the “Register”) on which it will record the Term Com mitments from time to time of each of the Banks, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal prin cipal amount of the Term 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 Term Loans. The entries in Upon the Register shall be conclusive, in the absence written request of manifest error, and the Borrower, the CSSW ParentAgent hereby agrees to use its reasonable efforts to provide to the Borrower such information, not otherwise available to the Borrower, as the Borrower shall reasonably request from time to time in order to enable it to fulfill its obligations pursuant to this Section 8.12 and the Borrower shall have no obligation to make any such recordation until it receives such requested information from the Agent. Without limiting the Borrower's obligations hereunder, the Administrative Agent and the Lenders may treat each Person whose name is registered therein Borrower shall indemnify any Bank described in Section 4.04(b)(iii) or (iv) for all purposes any losses (including withholding of Taxes required) arising as a party result of the Borrower's failure to comply with this AgreementSection 8.12. With respect re spect to any Bank described in Section 4.04(b)(iii) or (iv), (a) the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register register maintained by the Administrative Agent Borrower with respect to ownership of such Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transferor and (b) the Borrower shall immediately record all such transfers when notified thereof by the transferor Bank and such transfer of all or part of any Term Loans shall be recorded by made only through (x) the Administrative Agent on the Register only upon the acceptance by the Administrative Agent surrender of a properly executed Note and delivered Assignment and Acceptance pursuant to Section 13.11. Coincident with the delivery reissuance of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower to the new holder of the old Note or the issuance by the Borrower of a new Note to the new holder (the "Issuance System") or (y) a register maintained by the Borrower and referred to in the first sentence of this Section (the "Book Entry System"). The Borrower agrees to indemnify any Lenders at transferee Bank from and against any reasonable timeand all losses, claims, damages and liabilities (including, without limitation, any amounts paid by the transferee to the transferor in connection with the transfer and all amounts which would otherwise be owing to the transferee if the transfer had been properly recorded) resulting from time the Borrower's failure to time, upon reasonable prior noticerecord any such transfer through either the Issuance System or the Book Entry System.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Agents with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and 248 Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. 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 12.1011.17, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Revolving Loan Commitments from time to time of each of the Banks, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term Revolving 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Revolving Loan Commitment of such Bank and the rights to the principal of, and interest on, any Term Loans Revolving Loan made pursuant to such 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 Term Loans, Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1111.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Revolving Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAgent in performing its duties under this Section 11.17.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agreesshall, to serve acting solely for such purpose as a non-fiduciary agent of the Borrower’s agent, solely for purposes maintain at one of this Section 12.10, to maintain its filing offices in the United States a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each such Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation shall not affect by the Borrower’s obligations in respect of such Term Loans. The entries in Administrative Agent on the Register shall be conclusive, in the absence of absent manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any or other transfer of the Commitment of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made and Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferorSection 9.6(c). The registration of an assignment or other transfer of all or part of any Term the Commitment, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance pursuant Assumption Agreement referred to in Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender9.6(c). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower or and any Lenders Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. The Borrower may not replace any Lender pursuant to Section 8.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by such Lender, with interest as provided herein on the unpaid principal amount from time to time, upon reasonable prior noticetime outstanding.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ non-fiduciary agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the BUSINESS.31606820.2 Administrative Agent Agents with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, 11.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1111.9. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available imposed on, asserted against or incurred by Agent in performing its duties under this Section 11.12 except for inspection by those resulting solely from Agent’s willful misconduct and/or gross negligence in the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeperformance of such duties.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 Borrowers’ obligations in respect of such Term Loans. The entries in the Register shall be conclusiveBorrowers, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may shall treat each Person whose name is registered therein for all purposes holder as a party to this Agreementabsolute owner. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “"Register”") on which it will record the Term Loans Commitment of each Bank, each Loan made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing such Bank to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount of Administrative Agent on the Term Loans of each LenderRegister shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s 's obligations hereunder in respect of the Loans made to such Term LoansBorrower. (b) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). The entries Note issued to each Bank pursuant to this Section 2.06(b) shall (i) be payable to the order of such Bank, (ii) be payable in the Register principal amount of the denominated currency of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be conclusiverepaid on the date as provided herein, (iv) bear interest as provided in the absence appropriate clause of manifest errorSection 2.08 hereof, (v) be entitled to the benefits of this Agreement, and (iv) have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the Borrowerform of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agreesshall, to serve acting solely for such purpose as an agent of the Borrower’s agent, solely for purposes of this Section 12.10, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each such Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each any Loan made by such Lender. Failure to make any such recordation, or any error in Any such recordation shall not affect by the Borrower’s obligations in respect of such Term Loans. The entries in Administrative Agent on the Register shall be conclusive, in the absence of absent manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any or other transfer of the Commitment of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made and Note issued pursuant to this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferorSection 9.6(c). The registration of an assignment or other transfer of all or part of any Term the Commitment, Loans and Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance pursuant Assumption Agreement referred to in Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender9.6(c). The Register shall be available at the offices where kept by the Administrative Agent for inspection by the Borrower or and any Lenders Lender at any reasonable time upon reasonable prior notice to the Administrative Agent. The Borrower may not replace any Lender pursuant to Section 8.6 unless, with respect to any Notes held by such Lender, the requirements of this subsection have been satisfied. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation, shall not affect the obligations of the Borrower or any Lender under the Loan Documents. (b) The Borrower hereby agrees that, upon the request of any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note or notes of the Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Lender and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by such Lender, with interest as provided herein on the unpaid principal amount from time to time, upon reasonable prior noticetime outstanding.

Registry. 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 12.1013.16, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1113.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful misconduct.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrowersuch ▇▇▇▇▇▇▇▇’s agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “Register”) in its office in the United States on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of (and stated interest on) the Term Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW ParentBorrowers, the Administrative Agent and the Lenders may shall treat each Person whose name is registered therein for all purposes holder as a party absolute owner notwithstanding notice to this Agreementthe contrary. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the any Borrower or and any Lenders Lender, at any reasonable time, time and from time to time, time upon reasonable prior notice.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the Administrative designate Agent agrees, to serve as the such Borrower’s 's agent, solely for purposes of this Section 12.10, 12.16 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s 's obligations in respect of such Term Loans. The entries ; provided, however, the Borrowers may treat the persons recorded in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein as a Lender for all purposes as a party to of this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register Borrowers agree to jointly and severally indemnify Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Agent in performing its duties under this Section 12.16 except to the extent caused primarily by the gross negligence or willful misconduct of Agent. This Section 12.16 shall be available for inspection by construed so that the Borrower or any Lenders at any reasonable timeLoans are maintained in "registered form" within the meaning of Code Sections 163(f), from time to time, upon reasonable prior notice871(h)(2) and 881(c)(2).

Registry. The Borrower Borrowers hereby designates designate the Administrative Agent, and the Administrative DIP Agent agrees, to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.1012.14, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Revolving 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Revolving Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative DIP Agent with respect to ownership of such Term Loans, Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitments and Revolving Loans shall be recorded by the Administrative DIP Agent on the Register only upon the acceptance by the Administrative DIP Agent of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative DIP Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrowers agrees to indemnify the DIP Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeDIP Agent in performing its duties under this Section 12.14.

Registry. 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 12.10, SECTION 12.17 to maintain a register at the Notice Office (the “Register”"REGISTER") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.11SECTION 12.8(c) and no Assignment and Assumption Agreement shall be effective until so recorded. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower Administrative Agent in performing its duties under this SECTION 12.17; PROVIDED, HOWEVER that the Administrative Agent shall not have the right to be so indemnified under this SECTION 12.17 for any loss, claim, damage, penalties, obligations, expense or any Lenders at any reasonable time, liability to the extent it arises from time to time, upon reasonable prior noticethe gross negligence or willful misconduct of the Administrative Agent as finally determined by a court of competent jurisdiction.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained -191- by the Administrative Agent Agents with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and Loans shall be recorded by the Administrative Agent Agents on the Register only upon the acceptance by the such Administrative Agent Agents of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. 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 12.10, 12.12 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The entries in the Register shall be conclusive in absence of manifest error and the Borrowers, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.12.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 Borrowers' obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan 160 made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term LoansCommitment and Loans (provided that, solely for the purposes of this Section 12.14, in the case of a transfer of rights to the principal of, and interest on any Loan, by a Lender to a Related Fund, such transfer shall be effective if such transfer is recorded on a comparable register maintained by the assigning Lender, on behalf of Administrative Agent for the benefit of Borrowers) and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans (except in the case of an assignment or transfer to a Related Fund) shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Each Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.14.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.10, SECTION 13.14 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the rights to the principal of, and interest on, any Term Loans made Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance Assumption Agreement pursuant to Section 13.11SECTION 13.9(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note (if any) evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrowers agree to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by Administrative Agent (other than those arising from the Borrower gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful negligence of the Administrative Agent) in performing its duties under this SECTION 13.14.

Registry. 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 12.1011.12, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1111.6(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 11.12.

Registry. 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 12.1012.14, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Banks, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term Revolving Loans of -106- 113 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Revolving 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 Acceptance Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Revolving Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.14.

Registry. 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 12.109.15, to maintain a register at the Notice Office (the “"Register”") on which it will shall record the Term -------- Commitments from time to time of each of the Banks, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term 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 Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 assignment and Acceptance assumption agreement pursuant to Section 13.1115.04(b). Coincident with the delivery of such an Assignment assignment and Acceptance assumption agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 9.15.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of (and stated interest on) the Term Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. The entries in the Register shall be conclusiveBorrowers, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may shall treat each Person whose name is registered therein for all purposes holder as a party to this Agreementabsolute owner. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each such Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of any Loan made by such Lender. Any such recordation by the principal amount of Administrative Agent on the Term Loans of each LenderRegister shall constitute prima facie evidence thereof, absent manifest error. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Term the Loans. . (b) The entries in Borrower hereby agrees that, upon the Register shall be conclusive, in the absence request of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent if so instructed by any Lender at any time, such Lender’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the benefits of this Agreement, and (vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Lender may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the Lenders amount of such Loan or payment, as the case may treat each Person whose name is registered therein for all purposes as be. Notwithstanding the foregoing, the failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.

Registry. The Borrower Borrowers hereby designates the Administrative Agent, and the designate Administrative Agent agrees, to serve as the Borrower’s Borrowers’ non- fiduciary agent, solely for purposes of this Section 12.10, 12.12 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount (and interest amounts) of the Term Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Loan Party’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Acceptance Assumption Agreement pursuant to Section 13.1112.8. The entries in the Register shall be conclusive absent manifest error, and the Loan Parties, the Administrative Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding any notice to the contrary. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term any Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior notice.

Registry. (a) The Borrower hereby designates Warrant Agent shall maintain records and accounts concerning the Administrative AgentWarrants, and whether Certificated Warrants or Uncertificated Warrants, which shall contain the Administrative Agent agreesinformation called for below with respect to each Warrant, to serve together with such other information as may be required by law or as the Borrower’s agent, solely for purposes Warrant Agent may elect to record. All such information shall be kept in one set of this Section 12.10, accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to maintain a be so identified as such by an unaffiliated party) as the register at the Notice Office (the “RegisterRegistry”) on which it will record the Term Loans made by each of the Lenders (including Holders. The information to be entered for each account in the Registry shall include: (i) the names name and addresses address of all Lendersthe Holder, the date of Authentication thereof and the number Warrants; (ii) whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the interests of each Lender unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto, if any; (iii) whether such Warrant has been cancelled; and (iv) a register of transfers in which all transfers of Warrants and the principal amounts date and other particulars of each transfer shall be entered. (b) Once an Uncertificated Warrant has been Authenticated, the information set forth in the Registry with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Warrant Agent from the Holder as provided herein, except that the Warrant Agent may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person who becomes a Holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i) consented to the foregoing authority of the Term Loans owing Warrant Agent to each Lender from time make such minor error corrections, and (ii) agreed to time pay to the Warrant Agent, promptly upon written demand, the full amount of all loss and expense (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect reasonable legal fees of the principal amount Company and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent), sustained by the Company or the Warrant Agent as a result of such error if but only if and only to the extent that such Holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the Term Loans error or avoidance of each Lender. Failure to make accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such recordation, obligation to the Company or to the Warrant Agent. (c) The Holder of any error Global Warrant will be the applicable Depositary or their respective nominees in such recordation shall not affect whose name the Borrower’s obligations in respect of such Term LoansWarrant is registered. The entries in the Register shall Warrant holdings of Agent Members or Book-Entry Only Participants will be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to the assignment by any Lender to an assignee pursuant to Section 13.11, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on the Register maintained books of the applicable Depositary. The beneficial interests in the Global Warrant held by customers of Agent Members or Book-Entry Only Participants will be reflected on the Administrative Agent with respect to ownership books and records of such Term LoansAgent Member or Book-Entry Only Participant, and prior to such recordation all amounts owing will not be known to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicableWarrant Agent, the assigning Company or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeeither Depositary.

Registry. 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 12.10, SECTION 12.13 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term 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 Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the rights to the principal of, and interest on, any Term Loans made Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance Assumption Agreement pursuant to Section 13.11SECTION 12.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note (if any) evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which 109 may be available for inspection imposed on, asserted against or incurred by Administrative Agent (other than those arising from the Borrower gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful negligence of the Administrative Agent) in performing its duties under this SECTION 12.13.

Registry. 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 12.10, SECTION 12.14 to maintain a register at the Notice Office (the “Register”"REGISTER") on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. The entries in the Register shall be conclusive and binding, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.11SECTION 12.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by Administrative Agent in performing its duties under this SECTION 12.14 other than any of the Borrower foregoing arising from the gross negligence, willful misconduct or any Lenders at any reasonable time, from time to time, upon reasonable prior noticebad faith of Administrative Agent as determined by a court of competent jurisdiction in a final non-appealable judgment.

Registry. 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 12.10, 12.17 to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount 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 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8(c). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.1013.16, to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender. The entries in the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1113.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or any Lenders at any reasonable time, from time to time, upon reasonable prior noticewillful misconduct.

Registry. 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 12.1012.17, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Banks, the Loans (including, with respect to each Competitive Bid Loan, the maturity and interest rates applicable thereto) made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term 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 Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Note evidencing such Term LoansLoan, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.17.

Registry. The Each Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrowersuch B▇▇▇▇▇▇▇’s non-fiduciary agent, solely for purposes of this Section 12.10, 12.14 to maintain a register at the Notice Office (the “Register”) on which it will record the Term Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of (and stated interest on) the Term Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW ParentBorrowers, the Administrative Agent and the Lenders may shall treat each Person whose name is registered therein for all purposes holder as a party to this Agreementabsolute owner. With respect to any Lender, the assignment by any transfer of the Commitments of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term Loans, Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term 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 Acceptance Assumption Agreement pursuant to Section 13.1112.8. Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, and thereupon thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Term Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the any Borrower or and any Lenders Lender, at any reasonable time, time and from time to time, time upon reasonable prior notice.

Registry. 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 12.1010.14, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Loans made by outstanding credit exposure of each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans and the PIK Loans of each Lenderthe Lenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Lender, the assignment by any transfer of the outstanding Loans of such Lender to an assignee pursuant to Section 13.11, and the rights to the principal of, and interest on, any Term Loans made such Loan shall not be effective until such transfer is recorded on the Register 108 maintained by the Administrative Agent with respect to ownership of such Term Loans, Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of 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 Acceptance Assumption Agreement pursuant to Section 13.1110.04(b). Coincident with the delivery of such an Assignment and Acceptance Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term LoansLoan, 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 Register shall Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 10.14.

Registry. The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “"Register”") on which it will record the Term Loans Commitment of each Bank, each Loan made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing such Bank to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Borrower and each repayment in respect of any Loan made by such Bank. Any such recordation by the principal amount of Administrative Agent on the Term Loans of each LenderRegister shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the each Borrower’s 's obligations hereunder in respect of the Loans made to such Term LoansBorrower. (a) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). The entries Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the Register principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be conclusiverepaid on the date as provided herein, bear interest as provided in the absence appropriate clause of manifest errorSection 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the Borrowerform of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Bank may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the amount of such Loan or payment, as the case may be. Notwithstanding the foregoing, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.

Registry. 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 12.1012.14, to maintain a register at the Notice Office (the “"Register”") on which it will record the Term Commitments from time to time of each of the Banks, the Revolving Loans made by each of the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests of each Lender and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) Banks and each repayment in respect of the principal amount of the Term Revolving 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 Term Revolving Loans. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the CSSW Parent, the Administrative Agent and the Lenders may treat each Person whose name is registered therein for all purposes as a party to this Agreement. With respect to any Bank, the assignment by any Lender to an assignee pursuant to Section 13.11, transfer of the Commitments of such Bank and the rights to the principal of, and interest on, any Term Loans 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 Term Loans, Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Term Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Term Revolving 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 Acceptance Agreement pursuant to Section 13.1112.04(b). Coincident with the delivery of such an Assignment and Acceptance Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loansa Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Term Revolving Note evidencing such Term LoansRevolving Loan, and thereupon one or more new Term Revolving Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Register shall Borrower agrees to indemnify the Administrative Agent from and against any -and all losses, claims, damages and liabilities of whatsoever nature which may be available for inspection imposed on, asserted against or incurred by the Borrower or any Lenders at any reasonable time, from time to time, upon reasonable prior noticeAdministrative Agent in performing its duties under this Section 12.14.

Registry. (a) The Borrower hereby designates the Administrative Agent, and the Administrative Agent agrees, to serve as the Borrower’s agent, solely for purposes of this Section 12.10, to shall maintain a register at the Notice Office (the “Register”) on which it will record the Term Loans Commitment of each Lender, each Loan made by such Lender, each repayment of any Loan made by such L▇▇▇▇▇, the Lenders (including (i) the names and addresses of all Lenders, (ii) the interests stated amount of each Lender Letter of Credit and (iii) the principal amounts of the Term Loans owing to each Lender from time to time (including the amount of PIK Interest thereon and any stated interest thereon) and each repayment in respect of the principal amount of the Term Loans of each Lender’s outstanding Letter of Credit Liabilities. Any such recordation by the Administrative Agent on the Register shall constitute prima facie evidence thereof, absent manifest error. Upon request of any Lender, the Administrative Agent shall deliver to such Lender a copy of the Register. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation recordation, shall not affect the Borrower’s obligations hereunder in respect of such Term Loans. The entries in the Register shall be conclusive, in the absence of manifest error, Loans and the BorrowerLetters of Credit. (b) The Borrower hereby agrees that, upon the CSSW Parent, request of the Administrative Agent if so instructed by any Lender at any time, such L▇▇▇▇▇’s Loans shall be evidenced by a promissory note substantially in the form of Exhibit A hereto (a “Note”). The Note issued to each Lender pursuant to this ‎Section 2.03(b) shall (i) be payable to such Lender and its registered assigns, (ii) be payable in the principal amount of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of ‎Section 2.05 hereof, (v) be entitled to the benefits of this Agreement, and (vi) have attached thereto a schedule (a “Loans and Principal Payments Schedule”) substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect thereof, each Lender may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of the date and the Lenders amount of such Loan or payment, as the case may treat each Person whose name is registered therein for all purposes as be. Notwithstanding the foregoing, the failure to make a party to this Agreement. With notation with respect to the assignment by making of any Lender to an assignee pursuant to Section 13.11Loan, the rights to the principal of, and interest on, any Term Loans made shall not be effective until such transfer is recorded on limit or otherwise affect the Register maintained by obligation of the Administrative Agent with respect to ownership of such Term Loans, and prior to such recordation all amounts owing to Borrower hereunder or under the transferor applicable Note with respect to such Term Loans shall remain owing to the transferor. The registration Loan and payments of an assignment or transfer of all or part of 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 Acceptance pursuant to Section 13.11. Coincident with the delivery of such an Assignment and Acceptance to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of any Term Loans, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Term Note evidencing such Term Loans, and thereupon one or more new Term Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by the Borrower or any Lenders at any reasonable time, from time shall not be affected by the failure to time, upon reasonable prior noticemake a notation thereof on the appropriate Loans and Principal Payments Schedule.