TERMS THAT, IN THE SOLE JUDGMENT OF SUCH LENDER, CAUSE
SUCH LENDER AND ITS LENDING OFFICE(S) TO SUFFER NO ECONOMIC, LEGAL OR REGULATORY
DISADVANTAGE; PROVIDED FURTHER, THAT NOTHING IN THIS SECTION SHALL AFFECT OR
POSTPONE ANY OF THE OBLIGATIONS OF THE BORROWER OR THE RIGHTS OF ANY LENDER
PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B).
4.13.
REPLACEMENT OF LENDERS.
THE BORROWER SHALL BE PERMITTED TO REPLACE
ANY LENDER THAT (A) REQUESTS REIMBURSEMENT FOR AMOUNTS OWING PURSUANT TO
SECTION 4.9, 4.10(A) OR 4.10(B) OR (B) IS A DEFAULTING LENDER AT THE TIME, WITH
A REPLACEMENT FINANCIAL INSTITUTION; PROVIDED THAT (I) SUCH REPLACEMENT DOES NOT
CONFLICT WITH ANY REQUIREMENT OF LAW, (II) NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AT THE TIME OF SUCH REPLACEMENT, (III) PRIOR TO ANY
SUCH REPLACEMENT, SUCH LENDER SHALL HAVE TAKEN NO ACTION UNDER SECTION 4.12 SO
AS TO ELIMINATE THE CONTINUED NEED FOR PAYMENT OF AMOUNTS OWING PURSUANT TO
SECTION 4.9, 4.10(A) OR 4.10(B), (IV) THE REPLACEMENT FINANCIAL INSTITUTION
SHALL PURCHASE, AT PAR, ALL LOANS AND OTHER AMOUNTS OWING TO SUCH REPLACED
LENDER ON OR PRIOR TO THE DATE OF REPLACEMENT, (V) THE BORROWER SHALL BE LIABLE
TO SUCH REPLACED LENDER UNDER SECTION 4.11 IF ANY EUROCURRENCY LOAN OWING TO
SUCH REPLACED LENDER SHALL BE PURCHASED OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD RELATING THERETO, (VI) THE REPLACEMENT FINANCIAL INSTITUTION, IF
NOT ALREADY A LENDER, SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (IF THE REPLACED LENDER WAS A REVOLVING LENDER) EACH ISSUING LENDER
AND (IF THE REPLACED LENDER WAS A DOLLAR REVOLVING LENDER) THE SWINGLINE LENDER,
(VII) THE REPLACED LENDER SHALL BE OBLIGATED TO MAKE SUCH REPLACEMENT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 11.6, (VIII) UNTIL SUCH TIME AS SUCH
REPLACEMENT SHALL BE CONSUMMATED, THE BORROWER SHALL PAY ALL ADDITIONAL AMOUNTS
(IF ANY) REQUIRED PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B), AS THE CASE MAY
BE, AND (IX) ANY SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF ANY
RIGHTS THAT THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER SHALL
HAVE AGAINST THE REPLACED LENDER.
4.14.
EVIDENCE OF DEBT.
(A)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING INDEBTEDNESS OF THE
BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN OF SUCH LENDER FROM TIME TO
TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH
LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE BORROWER, SHALL MAINTAIN THE
REGISTER PURSUANT TO SECTION 11.6, AND A SUBACCOUNT THEREIN FOR EACH LENDER, IN
WHICH SHALL BE RECORDED (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER AND ANY NOTE
EVIDENCING SUCH LOAN, THE TYPE OF SUCH LOAN AND EACH INTEREST PERIOD APPLICABLE
THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO
BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH LENDER HEREUNDER AND (III) BOTH
THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT