ENGAGE IN ANY KIND OF BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE
OF THE BORROWER AS IF THEY WERE NOT REVOLVING FRONTING BANKS HEREUNDER.
(I)
APPLICABILITY OF ISP98.
UNLESS OTHERWISE EXPRESSLY AGREED BY THE
REVOLVING FRONTING BANK AND THE BORROWER WHEN A REVOLVING LETTER OF CREDIT IS
ISSUED (OR DEEMED ISSUED), THE RULES OF THE "INTERNATIONAL STANDBY PRACTICES
1998" PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW AND PRACTICE (OR
SUCH LATER VERSION THEREOF AS MAY BE IN EFFECT AT THE TIME ISSUANCE) SHALL APPLY
TO THE REVOLVING LETTER OF CREDIT.
Section 2.04
Evidence of Debt.
(A)
EACH BANK PARTY SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL
PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO
SUCH BANK PARTY RESULTING FROM EACH LOAN OWING TO SUCH BANK PARTY FROM TIME TO
TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH
BANK PARTY FROM TIME TO TIME HEREUNDER.
THE BORROWER AGREES THAT UPON NOTICE BY
ANY BANK PARTY TO THE BORROWER (WITH A COPY OF SUCH NOTICE TO THE AGENT) TO THE
EFFECT THAT A PROMISSORY NOTE OR OTHER EVIDENCE OF INDEBTEDNESS IS REQUIRED OR
40
APPROPRIATE IN ORDER FOR SUCH BANK PARTY TO EVIDENCE (WHETHER FOR PURPOSES OF
PLEDGE, ENFORCEMENT OR OTHERWISE) THE LOANS OWING TO, OR TO BE MADE BY, SUCH
BANK PARTY, THE BORROWER SHALL PROMPTLY EXECUTE AND DELIVER TO SUCH BANK PARTY,
WITH A COPY TO THE AGENT, A REVOLVING CREDIT LOAN NOTE OR A TERM LOAN NOTE, AS
APPLICABLE, IN SUBSTANTIALLY THE FORM OF EXHIBITS A-1 AND A-2 HERETO,
RESPECTIVELY, PAYABLE TO THE ORDER OF SUCH BANK PARTY IN A PRINCIPAL AMOUNT
EQUAL TO THE LOANS OWING TO, OR TO BE MADE BY, SUCH BANK PARTY.
ALL REFERENCES
TO NOTES IN THE FINANCING DOCUMENTS SHALL MEAN NOTES, IF ANY, ISSUED HEREUNDER.
(B)
THE REGISTER MAINTAINED BY THE AGENT PURSUANT TO SECTION 10.06(F)
SHALL INCLUDE A CONTROL ACCOUNT, AND A SUBSIDIARY ACCOUNT FOR EACH BANK PARTY,
IN WHICH ACCOUNTS (TAKEN TOGETHER) SHALL BE RECORDED (I) THE DATE AND AMOUNT OF
EACH LOAN MADE HEREUNDER (OR DEEMED TO BE MADE HEREUNDER), WHETHER SUCH LOAN
BEARS INTEREST AT THE BASE RATE OR THE ADJUSTED LONDON INTERBANK OFFERED RATE,
AND, IF APPROPRIATE, THE INTEREST PERIOD APPLICABLE THERETO; (II) THE TERMS OF
EACH ASSIGNMENT AND ASSUMPTION DELIVERED TO AND ACCEPTED BY IT; (III) THE AMOUNT
OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM
THE BORROWER TO EACH BANK PARTY HEREUNDER; AND (IV) THE AMOUNT OF ANY SUMS
RECEIVED BY THE AGENT FROM THE BORROWER HEREUNDER AND EACH BANK PARTY'S SHARE
THEREOF.
(C)
ENTRIES MADE IN GOOD FAITH BY THE AGENT IN THE REGISTER PURSUANT
TO SUBSECTION (B) ABOVE, AND BY EACH BANK PARTY IN ITS ACCOUNT OR ACCOUNTS
PURSUANT TO SUBSECTION (A) ABOVE, SHALL BE PRIMA FACIE EVIDENCE OF THE AMOUNT OF
PRINCIPAL AND INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE
BORROWER TO, IN THE CASE OF THE REGISTER,