LENDER, (3) THE AMOUNT OF EACH LOAN AND EACH FUNDING OF ANY
PARTICIPATION DESCRIBED IN CLAUSE (A) ABOVE, FOR EURODOLLAR 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 AND (6) ANY OTHER PAYMENT RECEIVED BY THE ADMINISTRATIVE
AGENT FROM THE BORROWER AND ITS APPLICATION TO THE OBLIGATIONS.
(C)
REGISTERED OBLIGATIONS.
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 L/C OBLIGATIONS AND SWING LOANS) AND THE L/C 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
L/C 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 2.14 AND SECTION 11.2 SHALL
BE CONSTRUED SO THAT THE LOANS AND L/C 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 CODE AND ANY RELATED REGULATIONS (AND ANY
SUCCESSOR PROVISIONS).
(d)
Prima Facie Evidence. The entries made in the Register and in the
accounts maintained pursuant to clauses (a) and (b) above shall, to the extent
permitted by applicable Requirements of Law, be prima facie evidence of the
existence and amounts of the
58
OBLIGATIONS RECORDED THEREIN; PROVIDED, HOWEVER, THAT NO ERROR IN SUCH ACCOUNT
AND NO FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN ANY SUCH
ACCOUNT SHALL AFFECT THE OBLIGATIONS OF ANY LOAN PARTY TO REPAY THE LOANS IN
ACCORDANCE WITH THEIR TERMS.
IN ADDITION, THE LOAN PARTIES, THE ADMINISTRATIVE
AGENT, THE LENDERS AND THE L/C ISSUERS SHALL TREAT EACH PERSON WHOSE NAME IS
RECORDED IN THE REGISTER AS A LENDER OR L/C ISSUER, AS APPLICABLE, FOR ALL
PURPOSES OF THIS AGREEMENT.
INFORMATION CONTAINED IN THE REGISTER WITH RESPECT
TO ANY LENDER OR ANY L/C ISSUER SHALL BE AVAILABLE FOR ACCESS BY THE BORROWER,
THE ADMINISTRATIVE AGENT, SUCH LENDER OR SUCH L/C ISSUER AT ANY REASONABLE TIME
AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE.
NO LENDER OR L/C ISSUER
SHALL, IN SUCH CAPACITY, HAVE ACCESS TO OR BE OTHERWISE PERMITTED TO REVIEW ANY
INFORMATION IN THE REGISTER OTHER THAN INFORMATION WITH RESPECT TO SUCH LENDER
OR L/C ISSUER UNLESS OTHERWISE AGREED BY THE ADMINISTRATIVE AGENT.
(E)
NOTES.
UPON ANY LENDER'S REQUEST, THE BORROWER SHALL
PROMPTLY EXECUTE AND DELIVER NOTES TO SUCH LENDER EVIDENCING THE LOANS OF SUCH
LENDER IN A FACILITY AND SUBSTANTIALLY IN THE FORM OF EXHIBIT B; PROVIDED,
HOWEVER, THAT ONLY ONE NOTE FOR EACH FACILITY SHALL BE ISSUED TO EACH LENDER,
EXCEPT (I) TO AN EXISTING LENDER EXCHANGING EXISTING NOTES TO REFLECT CHANGES IN
THE REGISTER RELATING TO SUCH LENDER, IN WHICH CASE THE NEW NOTES