Common use of Registry Clause in Contracts

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

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

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender’s outstanding Letter of Credit Liabilities. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any Any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only 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, shall not affect the Borrower’s obligations hereunder in respect of the Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the acceptance by 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 properly executed and delivered Assignment and Assumption Agreement “Note”). The Note issued to each Lender pursuant to this Section 12.82.03(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. Coincident with At the delivery 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 amount of such an Assignment and Assumption Agreement Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to the Administrative Agent for acceptance and registration making of assignment or transfer of all or part of a any Loan, shall not limit or as soon thereafter as practicable, otherwise affect the assigning obligation of the Borrower hereunder or transferor Lender shall surrender under the applicable Note evidencing with respect to such Loan, Loan and thereupon, if requested payments of principal by the assigning or transferor Lender or new Lender, one or more new Notes in Borrower shall not be affected by the same aggregate principal amount then owing failure to such assignor or transferor Lender shall be issued to make a notation thereof on the assigning or transferor Lender and/or the new Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 11.17, to maintain a register (the “"Register”") on which it will record the Commitment Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.811.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.17.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 SECTION 11.12 to maintain a register (the “Register”"REGISTER") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8SECTION 11.9. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify 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 11.12 except for those resulting solely from Agent's willful misconduct and/or gross negligence in the performance of such duties.

Registry. Each Borrower The Borrowers hereby designates the designate Administrative Agent to serve as such Borrower’s the Borrowers’ agent, solely for purposes of this Section 12.14 13.14 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.813.9(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrowers agree to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent) in performing its duties under this Section 13.14.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such the Borrower’s agent, solely for purposes of this Section 12.14 12.15, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.15.

Registry. (a) Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the a “Register”) on which it will record the Commitment from time to time (if any) of the applicable Class of each of the LendersLender, the each Loan made by each Lender (including Loans made by each way of the Lenders Bankers’ Acceptances) and each repayment in respect of the principal amount of (and stated interest on) the Loans of each any such Loan made to such Lender. The entries in the Any such recordation by an Administrative Agent on a Register shall be conclusive in the absence of conclusive, absent manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the assignment or other transfer of the Commitments Commitment (if any) of the applicable Class of such Lender and the rights to the principal of, and interest on, any Loan of any Class made pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the applicable Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.07(b). The registration of assignment or other transfer of all or part of any Commitment Commitments, Loans and Loans Notes for a Lender shall be recorded by the applicable Administrative Agent on the applicable Register only upon the acceptance by the such Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.89.07(b). Coincident with Each Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the applicable Administrative Agent for acceptance inspection by the applicable Borrowers and registration of assignment or transfer of all or part of a Loanany applicable Lender at any reasonable time upon reasonable prior notice to such Administrative Agent. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment and Loans. Failure to make any such recordation, or as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of any obligor under the Financing Documents. (b) Each Borrower hereby agrees that, upon the request of any Lender at any time, any or transferor Lender all of such Lender’s Loans (other than Loans made by way of Bankers’ Acceptances) to such Borrower shall surrender the Note evidencing such Loan, and thereupon, if requested be evidenced by the assigning or transferor Lender or new Lender, one or more new Notes in of such Borrower payable to the same aggregate order of such Lender and representing the obligation of such Borrower to pay the unpaid principal amount then owing of such Loans to such assignor or transferor Lender shall be issued Borrower made by such Lender, with interest as provided herein on the unpaid principal amount of such Loans from time to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 12.13 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent) in performing its duties under this Section 12.13.

Registry. Each Borrower hereby designates the The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each Bank, each Loan made by such Bank to each Borrower, each repayment of the Lendersany Loan made by such Bank, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of (and stated interest on) the Loans each Bank's outstanding Letter of each LenderCredit Liabilities. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any Any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only shall constitute prima facie evidence thereof, absent manifest error. Each Bank shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation, shall not affect each Borrower's obligations hereunder in respect of the Loans made to such Borrower and in respect of the Letters of Credit issued upon the acceptance request of such Borrower. (a) Each Borrower hereby agrees that, upon the request of the Administration Agent if so instructed by any Bank at any time, such Bank's Loans shall be evidenced by a promissory note of such Borrower substantially in the form of Exhibit A hereto (a "Note"). The Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect 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 failure to make a notation with respect to the making of any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note with respect to such Loan and payments of principal by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Borrower shall surrender the Note evidencing such Loan, and thereupon, if requested not be affected by the assigning or transferor Lender or new Lender, one or more new Notes in failure to make a notation thereof on 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 Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each Borrower Borrowers hereby designates the designate Administrative Agent to serve as such Borrower’s Borrowers’ agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest onamounts) of the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Credit Party’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Agents with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and 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 Assumption Agreement pursuant to Section 12.8. 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 Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to by such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to Lender. Any such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only 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, shall not affect the Borrower’s obligations hereunder in respect of the Loans. (b) The Borrower hereby agrees that, upon the acceptance by 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 properly executed and delivered Assignment and Assumption Agreement “Note”). The Note issued to each Lender pursuant to Section 12.8this ‎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. Coincident with At the delivery 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 amount of such an Assignment and Assumption Agreement Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to the Administrative Agent for acceptance and registration making of assignment or transfer of all or part of a any Loan, shall not limit or as soon thereafter as practicable, otherwise affect the assigning obligation of the Borrower hereunder or transferor Lender shall surrender under the applicable Note evidencing with respect to such Loan, Loan and thereupon, if requested payments of principal by the assigning or transferor Lender or new Lender, one or more new Notes in Borrower shall not be affected by the same aggregate principal amount then owing failure to such assignor or transferor Lender shall be issued to make a notation thereof on the assigning or transferor Lender and/or the new Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agentshall, acting solely for purposes such purpose as a non-fiduciary agent of this Section 12.14 to the Borrower, maintain at one of its filing offices in the United States a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount of (and stated interest on) the Loans of each any Loan made by such Lender. The entries in Any such recordation by the Administrative Agent on the Register shall be conclusive in the absence of conclusive, absent manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitment the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.89.6(c). Coincident with The Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the Administrative Agent for acceptance inspection by the Borrower and registration any 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 assignment or transfer of all or part of a Loanthis 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 as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of the Borrower or transferor 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 surrender be evidenced by a promissory note or notes of the Note evidencing Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Loan, Lender and thereupon, if requested representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by the assigning or transferor Lender or new such Lender, one or more new Notes in with interest as provided herein on the same aggregate unpaid principal amount then owing from time to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of -106- 113 each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Each The Borrower hereby designates the Administrative -------- Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 9.15, to maintain a register (the “"Register”") on which it will shall record the Commitment -------- Commitments from time to time of each of the LendersBanks, the Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of an assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment assignment and Assumption Agreement assumption agreement pursuant to Section 12.815.04(b). Coincident with the delivery of such an Assignment assignment and Assumption Agreement assumption agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 9.15.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “"Register”") on which it will record the Revolving Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ such Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Revolving Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Revolving Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 13.16, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of conclusive, absent manifest error, and failure . Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.813.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or willful misconduct.

Registry. Each Borrower The Borrowers hereby designates the designate Administrative Agent to serve as such Borrower’s the Borrowers' agent, solely for purposes of this Section 12.14 SECTION 13.14 to maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8SECTION 13.9(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrowers agree to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent) in performing its duties under this SECTION 13.14.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 11.12, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.811.6(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.12.

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

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agentshall, acting solely for purposes such purpose as an agent of this Section 12.14 to the Borrower, maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the LendersLender, the Loans each Loan made by each of the Lenders such Lender and each repayment in respect of the principal amount of (and stated interest on) the Loans of each any Loan made by such Lender. The entries in Any such recordation by the Administrative Agent on the Register shall be conclusive in the absence of conclusive, absent manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the assignment or other transfer of the Commitments Commitment of such Lender and the rights to the principal of, and interest on, any Loan made and Note issued pursuant to such Commitment this Agreement shall not be effective until such assignment or other transfer is recorded on the Register maintained by the Administrative Agent and otherwise complies with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferorSection 9.6(c). The registration of assignment or other transfer of all or part of any Commitment the Commitment, Loans and Loans Notes for a Lender shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant referred to in Section 12.89.6(c). Coincident with The Register shall be available at the delivery of such an Assignment and Assumption Agreement to offices where kept by the Administrative Agent for acceptance inspection by the Borrower and registration any 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 assignment or transfer of all or part of a Loanthis 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 as soon thereafter as practicableany error in such recordation, shall not affect the assigning obligations of the Borrower or transferor 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 surrender be evidenced by a promissory note or notes of the Note evidencing Borrower (each a “Note”), substantially in the form of Exhibit A hereto, payable to the order of such Loan, Lender and thereupon, if requested representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made by the assigning or transferor Lender or new such Lender, one or more new Notes in with interest as provided herein on the same aggregate unpaid principal amount then owing from time to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendertime outstanding.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The entries in the Register shall be conclusive in absence of manifest error and the Borrowers, the Administrative Agent, and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent in performing its duties under this Section 12.12.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such the Borrower’s agent, solely for purposes of this Section 12.14 12.15, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Each of the Borrowers agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.15.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s Borrowers' agent, solely for purposes of this Section 12.14 to maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ ' obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan 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 Commitment and Loans (provided that, solely for the purposes of this Section 12.14, in the case of a transfer of rights to the principal of, and interest on any Loan, by a Lender to a Related Fund, such transfer shall be effective if such transfer is recorded on a comparable register maintained by the assigning Lender, on behalf of Administrative Agent for the benefit of Borrowers) and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans (except in the case of an assignment or transfer to a Related Fund) shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Each Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent in performing its duties under this Section 12.14.

Registry. Each Borrower hereby designates (a) The Warrant Agent shall maintain records and accounts concerning the Administrative Warrants, whether Certificated Warrants or Uncertificated Warrants, which shall contain the information called for below with respect to each Warrant, together with such other information as may be required by law or as the Warrant Agent may elect to serve record. All such information shall be kept in one set of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such Borrower’s agent, solely for purposes of this Section 12.14 to maintain a by an unaffiliated party) as the register (the “RegisterRegistry”) on of the Holders. The information to be entered for each account in the Registry shall include: (i) the name and address of the Holder, the date of Authentication thereof and the number Warrants; (ii) whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Certificated Warrant, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned thereto, if any; (iii) whether such Warrant has been cancelled; and (iv) a register of transfers in which it will record all transfers of Warrants and the Commitment from time to 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 each 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 LendersWarrant Agent to make such minor error corrections, and (ii) agreed to pay to the Warrant Agent, promptly upon written demand, the Loans made by each full amount of all loss and expense (including reasonable legal fees of the Lenders Company and each repayment in respect 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 principal amount error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser shall have any such obligation to the Company or to the Warrant Agent. (and stated interest onc) The Holder of any Global Warrant will be the Loans of each Lenderapplicable Depositary or their respective nominees in whose name the Warrant 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 failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained 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 Commitment Agent Member or Book-Entry Only Participant, and Loans and prior to such recordation all amounts owing will not be known to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableWarrant Agent, the assigning Company or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lendereither Depositary.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 SECTION 12.13 to maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8SECTION 12.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which 109 may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent) in performing its duties under this SECTION 12.13.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Revolving Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Revolving Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Revolving Commitments and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any -and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 11.12 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.811.9. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify 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 11.12 except for those resulting solely from Agent’s willful misconduct and/or gross negligence in the performance of such duties.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s Borrowers’ agent, solely for purposes of this Section 12.14 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 11.17, to maintain a register (the “"Register”") on which it will record the Commitment Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.811.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Agent in performing its duties under this Section 11.17.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s Borrowers’ agent, solely for purposes of this Section 12.14 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each Borrower Borrowers hereby designates the designate Administrative Agent to serve as such Borrower’s Borrowers’ agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest onamounts) of the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Credit Party’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the BUSINESS.31606820.2 Administrative Agent Agents with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by 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 Assumption Agreement pursuant to Section 12.8. 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 Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s agent, solely for purposes of this Section 12.14 13.16, to maintain a register (the “Register”) on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of conclusive, absent manifest error, and failure . Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.813.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.16 except for gross negligence or willful misconduct.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is 144 146 recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. 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 12.12, except as resulting primarily from the gross negligence, bad faith or willful misconduct of Agent.

Registry. Each Borrower The Borrowers hereby designates designate the Administrative DIP Agent to serve as such Borrower’s the Borrowers' agent, solely for purposes of this Section 12.14 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Revolving Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect the Borrowers’ ' obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Commitment 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 Commitment Commitments and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Revolving Loans shall be recorded by the Administrative DIP Agent on the Register only upon the acceptance by the Administrative DIP Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative DIP Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrowers agrees to indemnify the DIP Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the DIP Agent in performing its duties under this Section 12.14.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 SECTION 12.17 to maintain a register (the “Register”"REGISTER") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8SECTION 12.8(c) and no Assignment and Assumption Agreement shall be effective until so recorded. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this SECTION 12.17; PROVIDED, HOWEVER that the Administrative Agent shall not have the right to be so indemnified under this SECTION 12.17 for any loss, claim, damage, penalties, obligations, expense or liability to the extent it arises from the gross negligence or willful misconduct of the Administrative Agent as finally determined by a court of competent jurisdiction.

Registry. Each Borrower Borrowers hereby designates the designate Administrative Agent to serve as such Borrower’s Borrowers’ agent, solely for purposes of this Section 12.14 12.12 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest onamounts) of the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Credit Party’s obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained -191- by the Administrative Agent Agents with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by 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 Assumption Agreement pursuant to Section 12.8. 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 Assumption Agreement to the such Administrative Agent Agents for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the any Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such Lender, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender’s outstanding Letter of Credit Liabilities. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any Any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only 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, shall not affect the Borrower’s obligations hereunder in respect of the Loans and the Letters of Credit. (b) The Borrower hereby agrees that, upon the acceptance by 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 properly executed and delivered Assignment and Assumption Agreement “Note”). The Note issued to each Lender pursuant to Section 12.8this ‎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. Coincident with At the delivery 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 amount of such an Assignment and Assumption Agreement Loan or payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to the Administrative Agent for acceptance and registration making of assignment or transfer of all or part of a any Loan, shall not limit or as soon thereafter as practicable, otherwise affect the assigning obligation of the Borrower hereunder or transferor Lender shall surrender under the applicable Note evidencing with respect to such Loan, Loan and thereupon, if requested payments of principal by the assigning or transferor Lender or new Lender, one or more new Notes in Borrower shall not be affected by the same aggregate principal amount then owing failure to such assignor or transferor Lender shall be issued to make a notation thereof on the assigning or transferor Lender and/or the new Lenderappropriate Loans and Principal Payments Schedule.

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

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to by such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to Bank. Any such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only 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, shall not affect each Borrower's obligations hereunder in respect of the Loans made to such Borrower. (b) Each Borrower hereby agrees that, upon the acceptance 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 Note issued to each Bank pursuant to this Section 2.06(b) shall be payable to the order of such Bank, be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, provide that all Loans then outstanding shall be repaid on the date as provided herein, bear interest as provided in the appropriate clause of Section 2.08 hereof, be entitled to the benefits of this Agreement, and have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect 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 failure to make a notation with respect to the making of any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note with respect to such Loan and payments of principal by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Borrower shall surrender the Note evidencing such Loan, and thereupon, if requested not be affected by the assigning or transferor Lender or new Lender, one or more new Notes in failure to make a notation thereof on 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 Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such BorrowerB▇▇▇▇▇▇▇’s non-fiduciary agent, solely for purposes of this Section 12.14 to maintain a register (the “Register”) on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “Register”) on which it will record the Commitment from time to time of each Lender, each Loan made by such Lender, each repayment of the Lendersany Loan made by such L▇▇▇▇▇, the Loans made by stated amount of each Letter of the Lenders Credit and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender’s outstanding Letter of Credit Liabilities. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any Any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by 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 a properly executed the Register. Each Lender shall record on its internal records (including computerized systems) the foregoing information as to its own Commitment, Loans and delivered Assignment Letter of Credit Liabilities. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations hereunder in respect of the Loans and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery Letters of such an Assignment and Assumption Agreement to Credit. (b) The Borrower hereby agrees that, upon the request of the Administrative Agent for acceptance 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 registration its registered assigns, (ii) be payable in the principal amount of assignment 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 transfer principal payment in respect thereof, each Lender may, and is hereby authorized to, make a notation on the Loans and Principal Payments Schedule of all the date and the amount of such Loan or part payment, as the case may be. Notwithstanding the foregoing, the failure to make a notation with respect to the making of a any Loan, shall not limit or as soon thereafter as practicable, otherwise affect the assigning obligation of the Borrower hereunder or transferor Lender shall surrender under the applicable Note evidencing with respect to such Loan, Loan and thereupon, if requested payments of principal by the assigning or transferor Lender or new Lender, one or more new Notes in Borrower shall not be affected by the same aggregate principal amount then owing failure to such assignor or transferor Lender shall be issued to make a notation thereof on the assigning or transferor Lender and/or the new Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each Borrower hereby designates the Administrative Agent to serve as such Borrower’s 's agent, solely for purposes of this Section SECTION 12.14 to maintain a register (the “Register”"REGISTER") on which it will record the Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of and binding, absent manifest error, and failure . Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section SECTION 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. Borrower agrees to indemnify Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent in performing its duties under this SECTION 12.14 other than any of the foregoing arising from the gross negligence, willful misconduct or bad faith of Administrative Agent as determined by a court of competent jurisdiction in a final non-appealable judgment.

Registry. Each Borrower The Borrowers hereby designates the Administrative designate Agent to serve as such Borrower’s 's agent, solely for purposes of this Section 12.14 12.16 to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ any Borrower's obligations in respect of such Loans. The Borrowers; provided, however, the Administrative Agent and Borrowers may treat the Lenders shall treat each registered holder persons recorded in the Register as absolute ownera Lender for all purposes of this Agreement. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrowers agree to jointly and severally indemnify Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Agent in performing its duties under this Section 12.16 except to the extent caused primarily by the gross negligence or willful misconduct of Agent. This Section 12.16 shall be construed so that the Loans are maintained in "registered form" within the meaning of Code Sections 163(f), 871(h)(2) and 881(c)(2).

Registry. Each Borrower hereby designates the (a) The Administrative Agent to serve as such Borrower’s agent, solely for purposes of this Section 12.14 to shall maintain a register (the “"Register”") on which it will record the Commitment from time to time of each of the LendersBank, the Loans each Loan made by such Bank to each of the Lenders Borrower and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to by such Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to Bank. Any such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only 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, shall not affect each Borrower's obligations hereunder in respect of the Loans made to such Borrower. (b) Each Borrower hereby agrees that, upon the acceptance 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 Note issued to each Bank pursuant to this Section 2.06(b) shall (i) be payable to the order of such Bank, (ii) be payable in the principal amount of the denominated currency of the outstanding Loans evidenced thereby, (iii) provide that all Loans then outstanding shall be repaid on the date as provided herein, (iv) bear interest as provided in the appropriate clause of Section 2.08 hereof, (v) be entitled to the benefits of this Agreement, and (iv) have attached thereto a schedule (a "Loans and Principal Payments Schedule") substantially in the form of the Schedule to Exhibit A hereto. At the time of the making of each Loan or principal payment in respect 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 failure to make a notation with respect to the making of any Loan, shall not limit or otherwise affect the obligation of the Borrower hereunder or under the applicable Note with respect to such Loan and payments of principal by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Borrower shall surrender the Note evidencing such Loan, and thereupon, if requested not be affected by the assigning or transferor Lender or new Lender, one or more new Notes in failure to make a notation thereof on 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 Lenderappropriate Loans and Principal Payments Schedule.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 13.17, to maintain a register (the “"Register”") on which it will record the Commitment Revolving Loan Commitments from time to time of each of the LendersBanks, the Revolving Loans made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Revolving Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Revolving Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments Revolving Loan Commitment of such Lender Bank and the rights to the principal of, and interest on, any Revolving Loan made pursuant to such Revolving Loan Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Revolving Loan Commitment and Revolving Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments Revolving Loan Commitment and Revolving Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Revolving Loan Commitment and Revolving Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.813.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Revolving Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Revolving Note evidencing such Revolving Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Revolving Revolving Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Agent in performing its duties under this Section 13.17.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.17 to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 10.14, to maintain a register (the “"Register”") on which it will record the Commitment from time to time outstanding credit exposure of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (the Term Loans and stated interest on) the PIK Loans of each Lenderthe Lenders. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments outstanding Loans of such Lender and the rights to the principal of, and interest on, any such Loan made pursuant to such Commitment shall not be effective until such transfer is recorded on the Register 108 maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.810.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 10.14.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.17 to maintain a ------------- register (the “"Register”") on which it will record the Commitment Commitments from time to -------- time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.8(c). Coincident --------------- with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender.. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section ------- 12.17. -----

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.14, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.14.

Registry. Each The Borrower hereby designates the Administrative Agent to serve as such the Borrower’s 's agent, solely for purposes of this Section 12.14 12.17, to maintain a register (the “"Register”") on which it will record the Commitment Commitments from time to time of each of the LendersBanks, the Loans (including, with respect to each Competitive Bid Loan, the maturity and interest rates applicable thereto) made by each of the Lenders Banks and each repayment in respect of the principal amount of (and stated interest on) the Loans of each LenderBank. The entries in the Register shall be conclusive in the absence of manifest error, and failure Failure to make any such recordation recordation, or any error in such recordation shall not affect Borrowers’ the Borrower's obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as absolute owner. With respect to any LenderBank, the transfer of the Commitments of such Lender Bank and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.812.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender Bank shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor Lender or new Lender, thereupon one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender Bank and/or the new LenderBank. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.