Common use of Registry Clause in Contracts

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

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

Registry. The Borrower hereby designates the Administrative Agent Lender to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.9, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender). Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any its interest in the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Lender with respect to ownership of such Commitments and Loans Loan and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Note shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans the Loan shall be recorded by the Administrative Agent Lender on the Register only upon the acceptance by the Administrative Agent Lender of a properly executed and delivered Assignment and Assumption Agreement pursuant Acceptance by the assignor and assignee. Such Register shall be available for inspection by Borrower from time to Section 12.8(c)time. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender to Borrower its Note, if any, evidencing the Note evidencing such Loan, portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Lender one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent Lender to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.9, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof from time to time (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender). Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any its interest in the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent Lender with respect to ownership of such Commitments and Loans Loan and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans Note shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans the Loan shall be recorded by the Administrative Agent Lender on the Register only upon the acceptance by the Administrative Agent Lender of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender to Borrower its Note, if any, evidencing the Note evidencing such Loan, portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Lender one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. Failure The entries in the Register shall be conclusive in the absence of manifest error, and failure to make any such recordation, recordation or any error in such recordation shall not affect the BorrowerCompany’s obligations in respect of such Loans. Company, 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 Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.13 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower Company hereby designates the Administrative Agent to serve as the BorrowerCompany’s agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Term Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Term Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Term 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 Term Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates Agent shall, on behalf of Borrower, maintain at its address referred to in the Administrative Agent recitals hereto a copy of each Lender Agreement delivered to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to maintain it and a register (the “Register”) on which it will record for the Commitments from time to time of each recordation of the Lenders, the Loans made by each names and addresses of the Lenders and each repayment in respect of the Commitment of, and principal amount of the Revolving Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive (absent manifest error), in the absence of manifest error, and Borrower, Agent and the Lenders shall treat each Lender. Failure to make any such recordation, or any error Person whose name is recorded in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, Register as the transfer owner of the Commitments Revolving Loans and any Notes evidencing such Revolving Loans recorded therein for all purposes of such Lender and the rights this Agreement, notwithstanding notice to the principal ofcontrary. Any assignment of any Loan, and interest onwhether or not evidenced by a Note, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on only upon appropriate entries with respect thereto being made in the Register maintained by the Administrative Agent with respect to ownership of such Commitments (and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans each Note shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(cexpressly so provide). Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and registration of Any assignment or transfer of all or part of a Loan, Revolving Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or as soon thereafter as practicable, the assigning or transferor Lender shall surrender transfer of the Note evidencing such Revolving Loan, and accompanied by a duly executed Lender Agreement; 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 designated assignee, and the old Notes shall be returned by Agent to Borrower marked “canceled.” The Register shall be available for inspection by Borrower or transferor any Lender and/or the new (with respect to any entry relating to such Lender. The Borrower agrees ’s Revolving Loans) at any reasonable time and from time 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 12.17time upon reasonable prior notice.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.12 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrowerany Credit Party’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments 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 Commitments 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 Commitments 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(c)12.8. 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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the LendersLender, the Loans made by each of the Lenders and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Loan Parties’ obligations in respect of such Loansthe Loan. 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 disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 LenderAssignee in accordance with Section 8.4. The Borrower agrees Register shall be available for inspection by Loan Parties and/or any Lender at Agent’s New York City office, at the sole cost and expense of Loan Parties or such Lender, at any reasonable time and from time to indemnify the Administrative Agent from time 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 12.17upon reasonable prior written notice.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 13.14 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c13.9(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 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 Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.1713.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 12.13 to maintain a register (the “Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 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 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 Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.1712.13.

Registry. The Each Borrower hereby designates the Administrative Agent to serve as the Borrower’s Borrowers’ agent, solely for purposes of this Section 12.17 12.14 to maintain a register (the “Register”) on which it will record the Commitments Commitment from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s Borrowers’ obligations in respect of such Loans. The Borrowers, 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 Commitments Commitment shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(c)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 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 Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 12.17.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the to Borrower its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 10.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 LenderAssignee. 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 It is intended that this Section 12.1710.6 constitute a “book entry system” within the meaning of U.S. Treasury Regulation Section 1.871 14(c)(1)(i)(B) and shall be interpreted consistently therewith.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 7.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. 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 disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 9.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the LendersLender, the Loans portion of any Earn-Out Disbursement made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. 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 Earn-Out Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the to Borrower its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower Borrowers hereby designates the designate Administrative Agent to serve as the Borrower’s Borrowers' agent, solely for purposes of this Section 12.17 SECTION 13.14 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the any Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8(cSECTION 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 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 Borrowers agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by Administrative Agent (other than those arising from the gross negligence or willful negligence of the Administrative Agent Agent) in performing its duties under this Section 12.17SECTION 13.14.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 to shall maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each Lender, the portion each Disbursement of the Lenders, the Loans Loan made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations of the Borrower Parties in respect of such Loansthe Loan. 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 Disbursement made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrowers shall deliver to Agent one or more new Notes promissory 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 12.17Assignee.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s 's agent, solely for purposes of this Section 12.17 SECTION 12.13 to maintain a register (the “"Register”") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s 's obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption Agreement pursuant to Section SECTION 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 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 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 Agent) in performing its duties under this Section 12.17SECTION 12.13.

Registry. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 12.17 7.6, to maintain a register (the “Register”) on which it Agent will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders Lender and each repayment in with respect of to the principal amount of the Loans Loan of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loansthe Loan. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any the portions of the Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or a transfer of all or part of any Commitments and Loans Commitment 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(c)Acceptance by the assignor and assignee. Coincident At the assigning Lender’s option, concurrently with the delivery of such an Assignment and Assumption Agreement Acceptance pursuant to which an interest of such Lender in the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicableLoan was assigned to such Assignee, the assigning or transferor Lender shall surrender the its Note evidencing such Loan, the portion of the Loan corresponding to the interest so transferred and thereupon Borrower shall deliver to Agent one or more new Notes promissory 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 12.17Assignee.