REGISTER FOR THE RECORDATION OF THE
NAMES AND ADDRESSES OF LENDERS AND THE COMMITMENTS AND LOANS OF EACH LENDER FROM
TIME TO TIME (THE "REGISTER").
THE REGISTER SHALL BE AVAILABLE FOR INSPECTION
BY BORROWER OR ANY LENDER AT ANY REASONABLE TIME AND FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE.
THE AGENT SHALL RECORD IN THE REGISTER THE COMMITMENTS
AND THE LOANS, THE TYPE OF LOAN THEREOF AND, IF APPLICABLE, THE INTEREST PERIOD
APPLICABLE THERETO, EACH REPAYMENT OR PREPAYMENT IN RESPECT OF THE PRINCIPAL
AMOUNT OF THE LOANS AND EACH ASSIGNMENT THEREOF PURSUANT TO SECTION 9.4(C), AND
ANY SUCH RECORDATION SHALL BE PRIMA FACIE EVIDENCE OF THE MATTERS SO RECORDED;
PROVIDED FAILURE TO MAKE ANY SUCH RECORDATION, OR ANY ERROR IN SUCH RECORDATION,
SHALL NOT AFFECT BORROWER'S OBLIGATIONS IN RESPECT OF ANY LOAN.
BORROWER HEREBY
DESIGNATES DBTCA TO SERVE AS BORROWER'S REPRESENTATIVE SOLELY FOR PURPOSES OF
MAINTAINING THE REGISTER AS PROVIDED IN THIS SECTION 1.2(B), AND BORROWER HEREBY
AGREES THAT, TO THE EXTENT DBTCA SERVES IN SUCH CAPACITY, DBTCA AND ITS RELATED
PARTIES SHALL CONSTITUTE "INDEMNITEES."
(C)
NOTES.
IF SO REQUESTED BY ANY LENDER BY
WRITTEN NOTICE TO BORROWER (WITH A COPY TO THE AGENT) AT LEAST TWO BUSINESS DAYS
PRIOR TO THE CLOSING DATE, OR AT ANY TIME THEREAFTER, BORROWER SHALL EXECUTE AND
DELIVER TO SUCH LENDER (AND/OR, IF APPLICABLE AND IF SO SPECIFIED IN SUCH
NOTICE, TO ANY PERSON WHO IS AN ASSIGNEE OF SUCH LENDER PURSUANT TO SECTION
9.4(C)) ON THE CLOSING DATE (OR, IF SUCH NOTICE IS DELIVERED AFTER THE CLOSING
DATE, PROMPTLY AFTER BORROWER'S RECEIPT OF SUCH NOTICE) A NOTE OR NOTES TO
EVIDENCE SUCH LENDER'S LOAN.
2
1.3.
Interest on Loans.
(A)
EXCEPT AS OTHERWISE SET FORTH HEREIN, THE
LOANS SHALL BEAR INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF FROM THE DATE
MADE THROUGH REPAYMENT (WHETHER BY ACCELERATION OR OTHERWISE) THEREOF AS
FOLLOWS:
(A)
IF AN ABR LOAN, AT THE ALTERNATIVE BASE RATE PLUS THE APPLICABLE
MARGIN; AND
(B)
IF A EURODOLLAR LOAN, AT THE ADJUSTED EURODOLLAR RATE PLUS THE
APPLICABLE MARGIN.
The basis for determining the rate of interest with respect to any Loan and the
Interest Period with respect to any Eurodollar Loan shall be selected by
Borrower and notified to the Agent and Lenders pursuant to the applicable Notice
of Borrowing or Notice of Conversion/Continuation, as the case may be; provided
(i) unless otherwise agreed by the Administrative Agent, the Loans initially
shall be made as ABR Loans until the date which is five (5) Business Days
following the Closing Date and (ii) until the date that the Administrative Agent
notifies Borrower that the primary syndication of the Loans has been completed,
as determined by the Administrative Agent, the Loans shall be maintained as
either (1) Eurodollar Loans having an Interest Period of no longer than one
month or (2) ABR Loans.
(B)
IF ON ANY DAY A LOAN IS OUTSTANDING WITH
RESPECT TO WHICH A NOTICE OF BORROWING OR NOTICE OF CONVERSION/CONTINUATION HAS
NOT BEEN DELIVERED TO THE AGENT