ITS
BOOKS TO RECORD LOANS AND OTHER EXTENSIONS OF CREDIT MADE BY THE LENDERS
HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT, AND ALL PAYMENTS THEREON MADE
BY BORROWERS.
ALL ENTRIES IN THE LOAN ACCOUNT SHALL BE MADE IN ACCORDANCE WITH
AGENT'S CUSTOMARY ACCOUNTING PRACTICES AS IN EFFECT FROM TIME TO TIME.
THE
BALANCE IN THE LOAN ACCOUNT, AS RECORDED ON AGENT'S MOST RECENT PRINTOUT OR
OTHER WRITTEN STATEMENT, SHALL BE CONCLUSIVE AND BINDING EVIDENCE OF THE AMOUNTS
DUE AND OWING TO AGENT BY BORROWERS ABSENT CLEAR AND CONVINCING EVIDENCE TO THE
CONTRARY; PROVIDED THAT ANY FAILURE TO SO RECORD OR ANY ERROR IN SO RECORDING
SHALL NOT LIMIT OR OTHERWISE AFFECT BORROWERS' DUTIES TO PAY ALL AMOUNTS OWING
HEREUNDER OR UNDER ANY OTHER FINANCING DOCUMENT.
UNLESS BORROWERS NOTIFY AGENT
IN WRITING OF ANY OBJECTION TO ANY SUCH PRINTOUT OR STATEMENT (SPECIFICALLY
DESCRIBING THE BASIS FOR SUCH OBJECTION) WITHIN THIRTY (30) DAYS AFTER THE DATE
OF RECEIPT THEREOF, IT SHALL BE DEEMED FINAL, BINDING AND CONCLUSIVE UPON
BORROWERS IN ALL RESPECTS AS TO ALL MATTERS REFLECTED THEREIN.
(C)
IN ORDER TO EFFICIENTLY FUND AND OPERATE THEIR RESPECTIVE
BUSINESSES AND MINIMIZE THE NUMBER OF BORROWINGS WHICH THEY WILL MAKE UNDER THIS
AGREEMENT AND THEREBY REDUCE THE ADMINISTRATIVE COSTS AND RECORD KEEPING
REQUIRED IN CONNECTION THEREWITH, INCLUDING THE NECESSITY TO ENTER INTO AND
MAINTAIN SEPARATELY IDENTIFIED AND MONITORED BORROWING FACILITIES, THE BORROWERS
HAVE REQUESTED, AND THE AGENT AND THE LENDERS HAVE AGREED THAT, SUBJECT TO
SUBSECTION 11.15, (I) ALL LOANS WILL BE ADVANCED TO AND FOR THE ACCOUNT OF THE
BORROWERS ON A JOINT AND
SEVERAL BASIS TO THE BORROWERS' ACCOUNT AND (II) ALL LETTERS OF CREDIT AND
SUPPORT AGREEMENTS WILL BE ISSUED PURSUANT TO REQUESTS MADE BY ANY BORROWER ON
BEHALF OF AND FOR THE ACCOUNT OF WILLIAMS, THE REIMBURSEMENT OBLIGATIONS OF
WHICH SHALL, NOTWITHSTANDING THE FOREGOING, BE A JOINT AND SEVERAL OBLIGATION OF
BORROWERS.
EACH BORROWER HEREBY ACKNOWLEDGES THAT IT WILL BE RECEIVING
SUBSTANTIAL DIRECT AND INDIRECT BENEFIT FROM EACH LOAN MADE AND EACH LETTER OF
CREDIT OR SUPPORT AGREEMENT ISSUED PURSUANT TO THIS AGREEMENT SINCE THE
SUCCESSFUL OPERATION OF EACH OF THE BORROWERS WILL BE FACILITATED BY THE
EFFICIENCIES ACHIEVED BY THE INTEGRATED FINANCIAL MANAGEMENT CURRENTLY PRACTICED
BY BORROWERS.
IN ADDITION, BORROWERS HAVE INFORMED THE AGENT THAT:
(I)
HOLDINGS, IN ORDER TO INCREASE THE EFFICIENCY AND PRODUCTIVITY OF
EACH BORROWER, HAS CENTRALIZED IN ITSELF A CASH MANAGEMENT SYSTEM AND TREASURY
FUNCTION WHICH ENTAILS, IN PART, CENTRAL DISBURSEMENT AND OPERATING ACCOUNTS IN
WHICH IT PROVIDES THE WORKING CAPITAL NEEDS OF EACH BORROWER; AND
(II)
SINCE BORROWERS ARE ENGAGED IN OPERATIONS THAT BENEFIT FROM
FINANCING ON AN INTEGRATED BASIS AND SINCE EACH BORROWER EXPECTS TO BENEFIT FROM
THE CONTINUED SUCCESSFUL PERFORMANCE OF SUCH INTEGRATED FINANCIAL MANAGEMENT AND
IN ORDER TO BEST UTILIZE THE COLLECTIVE BORROWING POWERS OF EACH BORROWER IN THE
MOST EFFECTIVE AND COST EFFICIENT MANNER AND TO AVOID ADVERSE EFFECTS ON THE
FINANCIAL MANAGEMENT OF EACH BORROWER AND THE EXISTING BACK-OFFICE PRACTICES OF
THE BORROWERS, EACH BORROWER HAS REQUESTED