REGISTER AND ANY
LENDER'S RECORDS, THE RECORDATIONS IN THE REGISTER SHALL GOVERN.
(C)
REGISTER.
THE ADMINISTRATIVE AGENT (OR ITS AGENT OR SUB-AGENT
APPOINTED BY IT) SHALL MAINTAIN AT ITS PRINCIPAL OFFICE A REGISTER FOR THE
RECORDATION OF THE NAMES AND ADDRESSES OF THE LENDERS AND THE LOANS OF EACH
LENDER FROM TIME TO TIME AND ANY NOTES ISSUED BY THE BORROWER PURSUANT TO
SECTION 2.3 EVIDENCING SUCH LOANS (THE "REGISTER").
THE REGISTER, AS IN EFFECT
AT THE CLOSE OF BUSINESS ON THE PRECEDING BUSINESS DAY, SHALL BE AVAILABLE FOR
INSPECTION BY THE BORROWER OR ANY LENDER (SOLELY WITH RESPECT TO THE OBLIGATIONS
OWING TO SUCH LENDER) AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
THE ADMINISTRATIVE AGENT SHALL RECORD, OR SHALL CAUSE
TO BE RECORDED, IN THE REGISTER THE LOANS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 10.6, AND EACH REPAYMENT OR PREPAYMENT IN RESPECT OF THE PRINCIPAL
AMOUNT OF THE LOANS, AND ANY SUCH RECORDATION SHALL BE CONCLUSIVE AND BINDING ON
THE BORROWER AND EACH LENDER, ABSENT MANIFEST ERROR; PROVIDED FAILURE TO MAKE
ANY SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION, SHALL NOT AFFECT THE
BORROWER'S OBLIGATIONS IN RESPECT OF ANY LOAN.
THE BORROWER HEREBY DESIGNATES
CNAI TO SERVE AS THE BORROWER'S AGENT SOLELY FOR PURPOSES OF MAINTAINING THE
REGISTER AS PROVIDED IN THIS SECTION 2.6, AND THE BORROWER HEREBY AGREES THAT,
TO THE EXTENT CNAI SERVES IN SUCH CAPACITY, CNAI AND ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUB-AGENTS AND AFFILIATES SHALL CONSTITUTE "INDEMNITEES."
2.7
INTEREST ON LOANS.
(A)
EXCEPT AS OTHERWISE SET FORTH HEREIN, EACH LOAN SHALL BEAR
INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE THROUGH
REPAYMENT (WHETHER BY ACCELERATION OR OTHERWISE) THEREOF AS FOLLOWS:
(i)
if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or
(ii)
if a Eurodollar Rate Loan, at the Eurodollar Rate plus the Applicable Margin.
(B)
THE BASIS FOR DETERMINING THE RATE OF INTEREST WITH RESPECT TO ANY
LOAN, AND THE INTEREST PERIOD WITH RESPECT TO ANY EURODOLLAR RATE LOAN, SHALL BE
SELECTED BY THE BORROWER AND NOTIFIED TO THE ADMINISTRATIVE AGENT AND LENDERS
PURSUANT TO THE APPLICABLE FUNDING NOTICE OR CONVERSION/CONTINUATION
31
NOTICE, AS THE CASE MAY BE.
IF ON ANY DAY A LOAN IS OUTSTANDING WITH RESPECT TO
WHICH A FUNDING NOTICE OR CONVERSION/CONTINUATION NOTICE HAS NOT BEEN DELIVERED
TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE TERMS HEREOF SPECIFYING THE
APPLICABLE BASIS FOR DETERMINING THE RATE OF INTEREST, THEN SUCH LOAN WILL
AUTOMATICALLY CONVERT INTO A EURODOLLAR RATE LOAN WITH AN INTEREST PERIOD OF ONE
MONTH BEGINNING ON SUCH DATE.
(C)
IN CONNECTION WITH EURODOLLAR RATE LOANS, THERE SHALL BE NO MORE
THAN FIVE (5) INTEREST PERIODS OUTSTANDING AT ANY TIME.
IN THE EVENT THE
BORROWER FAILS TO SPECIFY BETWEEN A BASE RATE LOAN OR A EURODOLLAR RATE LOAN IN
THE APPLICABLE FUNDING NOTICE OR CONVERSION/CONTINUATION NOTICE, SUCH LOAN (IF
OUTSTANDING AS A EURODOLLAR RATE LOAN) WILL BE AUTOMATICALLY CONTINUED AS A
EURODOLLAR RATE LOAN WITH