IN WRITING OF ANY OBJECTION TO ANY SUCH ACCOUNTING
(SPECIFICALLY DESCRIBING THE BASIS FOR SUCH OBJECTION) WITHIN FORTY-FIVE (45)
DAYS AFTER THE DATE THEREOF, SUCH RECORD SHALL, ABSENT MANIFEST ERROR, BE
CONCLUSIVE EVIDENCE OF THE AMOUNT OF THE LOANS MADE BY THE LENDERS TO BORROWER
AND THE INTEREST AND PAYMENTS THEREON.
ANY FAILURE TO SO RECORD OR ANY ERROR IN
DOING SO, OR ANY FAILURE TO DELIVER SUCH LOAN STATEMENT SHALL NOT, HOWEVER,
LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF BORROWER HEREUNDER (AND UNDER ANY
NOTE) TO PAY ANY AMOUNT OWING WITH RESPECT TO THE LOANS OR PROVIDE THE BASIS FOR
ANY CLAIM AGAINST AGENT.
(B)
AGENT, ACTING AS AGENT OF BORROWER SOLELY FOR TAX PURPOSES AND SOLELY
WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS SECTION 1.7(B), SHALL ESTABLISH
AND MAINTAIN AT ITS ADDRESS REFERRED TO IN SECTION 9.3 (OR AT SUCH OTHER ADDRESS
AS AGENT MAY NOTIFY BORROWER) (A) A RECORD OF OWNERSHIP (THE "REGISTER") IN
WHICH AGENT AGREES TO REGISTER BY BOOK ENTRY THE INTERESTS (INCLUDING ANY RIGHTS
TO RECEIVE PAYMENT HEREUNDER) OF AGENT, EACH LENDER AND EACH L/C ISSUER IN THE
TERM LOANS, REVOLVING LOANS, SWING LOANS AND LETTER OF CREDIT OBLIGATIONS, EACH
OF THEIR OBLIGATIONS UNDER THIS AGREEMENT TO PARTICIPATE IN EACH LOAN, LETTER OF
CREDIT AND L/C REIMBURSEMENT OBLIGATIONS, AND ANY ASSIGNMENT OF ANY SUCH
INTEREST, OBLIGATION OR RIGHT AND (B) ACCOUNTS IN THE REGISTER IN ACCORDANCE
WITH ITS USUAL PRACTICE IN WHICH IT SHALL RECORD (1) THE NAMES AND ADDRESSES OF
THE LENDERS AND THE L/C ISSUERS (AND EACH CHANGE THERETO PURSUANT TO SECTIONS
8.1 AND 9.20), (2) THE COMMITMENTS OF EACH LENDER, (3) THE AMOUNT OF EACH LOAN
AND EACH FUNDING OF ANY PARTICIPATION DESCRIBED IN CLAUSE (A) ABOVE, FOR LIBOR
RATE LOANS, THE INTEREST PERIOD APPLICABLE THERETO, (4) THE AMOUNT OF ANY
PRINCIPAL OR INTEREST DUE AND PAYABLE OR PAID, (5) THE AMOUNT OF THE L/C
REIMBURSEMENT OBLIGATIONS DUE AND PAYABLE OR PAID
19
IN RESPECT OF LETTERS OF CREDIT AND (6) ANY OTHER PAYMENT RECEIVED BY AGENT FROM
BORROWER AND ITS APPLICATION TO THE OBLIGATIONS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
THE LOANS (INCLUDING ANY NOTES EVIDENCING SUCH LOANS AND, IN THE CASE OF
REVOLVING LOANS, THE CORRESPONDING OBLIGATIONS TO PARTICIPATE IN LETTER OF
CREDIT OBLIGATIONS AND SWING LOANS) AND THE LETTER OF CREDIT REIMBURSEMENT
OBLIGATIONS ARE REGISTERED OBLIGATIONS, THE RIGHT, TITLE AND INTEREST OF THE
LENDERS AND THE L/C ISSUERS AND THEIR ASSIGNEES IN AND TO SUCH LOANS OR LETTER
OF CREDIT REIMBURSEMENT OBLIGATIONS, AS THE CASE MAY BE, SHALL BE TRANSFERABLE
ONLY UPON NOTATION OF SUCH TRANSFER IN THE REGISTER AND NO ASSIGNMENT THEREOF
SHALL BE EFFECTIVE UNTIL RECORDED THEREIN.
THIS SECTION 1.7 AND SECTION 8.1
SHALL BE CONSTRUED SO THAT THE LOANS AND LETTER OF CREDIT REIMBURSEMENT
OBLIGATIONS ARE AT ALL TIMES MAINTAINED IN "REGISTERED FORM" WITHIN THE MEANING
OF SECTIONS 163(F), 871(H)(2) AND 881(C)(2) OF THE IRC.
(D)
THE CREDIT PARTIES, AGENT, THE LENDERS AND THE L/C ISSUERS SHALL TREAT
EACH