A COPY OF EACH
ASSIGNMENT AND ASSUMPTION DELIVERED TO IT AND A REGISTER (THE "REGISTER") FOR
THE RECORDATION OF (A) THE NAMES AND ADDRESSES OF THE LENDERS AND THE
COMMITMENTS OF EACH LENDER PURSUANT TO THE TERMS HEREOF, (B) THE DATE AND THE
AMOUNT OF EACH REVOLVING LOAN MADE HEREUNDER, THE TYPE THEREOF AND THE INTEREST
PERIOD (IN THE CASE OF A EURODOLLAR ADVANCE) WITH RESPECT THERETO, AND THE
AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE
FROM THE BORROWER TO EACH LENDER HEREUNDER, (C) THE ORIGINAL STATED AMOUNT OF
EACH FACILITY LC AND THE AMOUNT OF LC OBLIGATIONS (INCLUDING SPECIFYING
REIMBURSEMENT OBLIGATIONS) OUTSTANDING AT ANY TIME, (D) WHETHER A LENDER IS AN
ORIGINAL LENDER OR THE ASSIGNEE OF ANOTHER LENDER PURSUANT TO AN ASSIGNMENT
UNDER THIS SECTION 12.3 AND THE EFFECTIVE DATE AND AMOUNT OF EACH ASSIGNMENT
AGREEMENT DELIVERED TO AND ACCEPTED BY IT AND THE PARTIES THERETO PURSUANT TO
SECTION 12.3, (E) THE AMOUNT OF ANY SUM RECEIVED BY THE AGENT HEREUNDER FROM THE
BORROWER AND EACH LENDER'S SHARE THEREOF, AND (F) ALL OTHER APPROPRIATE DEBITS
AND CREDITS AS PROVIDED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL
FEES, CHARGES, EXPENSES AND INTEREST.
THE ENTRIES IN THE REGISTER SHALL BE
CONCLUSIVE, AND THE BORROWER, THE AGENT AND THE LENDERS MAY 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 NOTICE TO THE
CONTRARY.
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION BY THE BORROWER AND
ANY LENDER, AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR
NOTICE.
12.4.
DISSEMINATION OF INFORMATION.
EACH OF THE PARENT
AND THE BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT OR
PURCHASER OR ANY OTHER PERSON ACQUIRING AN INTEREST IN THE LOAN DOCUMENTS BY
OPERATION OF LAW (EACH A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND
ALL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING THE CREDITWORTHINESS OF
THE PARENT, THE BORROWER AND THE SUBSIDIARIES; PROVIDED THAT EACH TRANSFEREE AND
PROSPECTIVE TRANSFEREE AGREES TO BE BOUND BY SECTION 9.11 OF THIS AGREEMENT.
12.5.
TAX CERTIFICATIONS.
IF ANY INTEREST IN ANY LOAN
DOCUMENT IS TRANSFERRED TO ANY TRANSFEREE, THE TRANSFEROR LENDER SHALL CAUSE
SUCH TRANSFEREE, CONCURRENTLY WITH THE EFFECTIVENESS OF SUCH TRANSFER, TO COMPLY
WITH THE PROVISIONS OF SECTION 3.5(IV) AND (VI).
86
12.6.
REIMBURSEMENT OBLIGATIONS.
FOR PURPOSES OF THIS
ARTICLE XII, WITH RESPECT TO EACH LETTER OF CREDIT, IF AN LC ISSUER TRANSFERS
ITS RIGHTS WITH RESPECT TO THE BORROWER'S OBLIGATION TO PAY REIMBURSEMENT
OBLIGATIONS IN RESPECT OF SUCH LETTER OF CREDIT, SUCH LC ISSUER SHALL GIVE
NOTICE OF SUCH TRANSFER TO THE AGENT FOR NOTATION IN THE REGISTER.
ARTICLE XIII
NOTICES
13.1.
NOTICES.
EXCEPT AS OTHERWISE PERMITTED BY
SECTION 2.14, ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS TO ANY PARTY
HEREUNDER SHALL BE IN WRITING (INCLUDING ELECTRONIC TRANSMISSION, FACSIMILE
TRANSMISSION OR SIMILAR WRITING) AND SHALL BE GIVEN TO SUCH PARTY: (X) IN THE
CASE OF THE PARENT, THE