ADMINISTRATIVE AGENT, AT THE CUSTOMARY RATE SET BY THE
ADMINISTRATIVE AGENT FOR THE CORRECTION OF ERRORS AMONG BANKS FOR THREE BUSINESS
DAYS AND THEREAFTER AT THE BASE RATE.
IF SUCH LENDER DOES NOT PAY SUCH
CORRESPONDING AMOUNT FORTHWITH UPON THE ADMINISTRATIVE AGENT'S DEMAND THEREFOR,
THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE BORROWER AND THE BORROWER
SHALL IMMEDIATELY PAY SUCH CORRESPONDING AMOUNT TO THE ADMINISTRATIVE AGENT
TOGETHER WITH INTEREST THEREON, FOR EACH DAY FROM THE CREDIT DATE UNTIL THE DATE
SUCH AMOUNT IS PAID TO THE ADMINISTRATIVE AGENT, AT THE RATE PAYABLE HEREUNDER
FOR BASE RATE LOANS.
NOTHING IN THIS SECTION 2.3B SHALL BE DEEMED TO RELIEVE
ANY LENDER FROM ITS OBLIGATION TO FULFILL ITS COMMITMENTS
21
HEREUNDER OR TO PREJUDICE ANY RIGHTS THAT THE BORROWER MAY HAVE AGAINST ANY
LENDER AS A RESULT OF ANY DEFAULT BY SUCH LENDER HEREUNDER.
2.4
The Register; Evidence of Debt; Notes.
A.
REGISTER.
(I)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN
AT ITS PAYMENT AND FUNDING OFFICE A REGISTER FOR THE RECORDATION OF THE NAMES
AND ADDRESSES OF THE LENDERS AND THE COMMITMENT AND LOAN OF EACH LENDER FROM
TIME TO TIME (THE "REGISTER").
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION
BY THE BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
THE ADMINISTRATIVE AGENT SHALL RECORD IN THE REGISTER
THE COMMITMENT AND THE LOAN OF EACH LENDER, AND EACH REPAYMENT OR PREPAYMENT IN
RESPECT OF THE PRINCIPAL AMOUNT OF SUCH LOANS.
ANY SUCH RECORDATION SHALL BE
PRIMA FACIE EVIDENCE OF THE AMOUNT OWED TO SUCH LENDER HEREUNDER; PROVIDED THAT
FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION, SHALL
NOT AFFECT ANY LENDER'S COMMITMENT OR THE OBLIGATIONS IN RESPECT OF ANY LOAN.
THE BORROWER HEREBY DESIGNATES CITICORP TO SERVE AS THE BORROWER' AGENT SOLELY
FOR PURPOSES OF MAINTAINING THE REGISTER AS PROVIDED IN THIS SECTION 2.4, AND
THE BORROWER HEREBY AGREES THAT, TO THE EXTENT CITICORP SERVES IN SUCH CAPACITY,
CITICORP AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES SHALL
CONSTITUTE "INDEMNITEES" HEREUNDER.
(II)
THE BORROWER, THE ADMINISTRATIVE AGENT AND
THE LENDERS SHALL DEEM AND TREAT THE PERSONS LISTED AS LENDERS IN THE REGISTER
AS THE HOLDERS AND OWNERS OF THE CORRESPONDING COMMITMENTS AND LOANS LISTED
THEREIN FOR ALL PURPOSES HEREOF, AND NO ASSIGNMENT OR TRANSFER OF ANY COMMITMENT
OR LOAN SHALL BE EFFECTIVE, IN EACH CASE UNLESS AND UNTIL AN ASSIGNMENT
AGREEMENT EFFECTING THE ASSIGNMENT OR TRANSFER THEREOF SHALL HAVE BEEN ACCEPTED
BY THE ADMINISTRATIVE AGENT AND RECORDED IN THE REGISTER AS PROVIDED IN SECTION
8.1C.
PRIOR TO SUCH RECORDATION, ALL AMOUNTS OWED WITH RESPECT TO THE
APPLICABLE COMMITMENT OR LOAN SHALL BE OWED TO THE LENDER LISTED IN THE REGISTER
AS THE OWNER THEREOF, AND ANY REQUEST, AUTHORITY OR CONSENT OF ANY PERSON WHO,
AT THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR CONSENT, IS
LISTED IN THE REGISTER AS A LENDER SHALL BE CONCLUSIVE AND BINDING ON ANY
SUBSEQUENT HOLDER, ASSIGNEE OR TRANSFEREE OF THE CORRESPONDING COMMITMENTS