AGREES TO PAY INTEREST IN IMMEDIATELY
AVAILABLE FUNDS AT THE OFFICE OF THE AGENT ON THE UNPAID PRINCIPAL AMOUNT OF
EACH LOAN MADE TO SUCH BORROWER FROM TIME TO TIME FROM THE DATE HEREOF UNTIL
PAYMENT IN FULL THEREOF AT THE RATES PER ANNUM, AND ON THE DATES, SET FORTH IN
SUBSECTION 2.14.
(D)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE APPLICABLE BORROWER TO THE
APPROPRIATE FUNDING OFFICE OF SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH
FUNDING OFFICE OF SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH FUNDING OFFICE OF SUCH LENDER
FROM TIME TO TIME UNDER THIS AGREEMENT.
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(E)
THE AGENT SHALL MAINTAIN THE REGISTER PURSUANT TO SUBSECTION 10.7(B), AND A
SUBACCOUNT FOR EACH LENDER, IN WHICH REGISTER AND SUBACCOUNTS (TAKEN TOGETHER)
SHALL BE RECORDED (I) THE AMOUNT OF EACH REVOLVING CREDIT LOAN AND TERM LOAN
MADE HEREUNDER, THE TYPE OF EACH LOAN MADE AND THE INTEREST PERIOD APPLICABLE
THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO
BECOME DUE AND PAYABLE FROM THE APPLICABLE BORROWER TO EACH LENDER HEREUNDER AND
(III) THE AMOUNT OF ANY SUM RECEIVED BY THE AGENT HEREUNDER FROM THE BORROWERS
AND EACH LENDER'S SHARE THEREOF.
(F)
THE ENTRIES MADE IN THE REGISTER AND ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPHS (E) AND (F) OF THIS SUBSECTION 2.13 SHALL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS OF THE BORROWERS THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE
FAILURE OF ANY LENDER OR THE AGENT TO MAINTAIN SUCH ACCOUNT, SUCH REGISTER OR
SUCH SUBACCOUNT, AS APPLICABLE, OR ANY ERROR THEREIN, SHALL NOT IN ANY MANNER
AFFECT THE OBLIGATION OF THE BORROWERS TO REPAY (WITH APPLICABLE INTEREST) THE
LOANS MADE TO THE BORROWERS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(G)
EACH REVOLVING LOAN AND TERM LOAN OF A LENDER (OTHER THAN BANKER'S
ACCEPTANCES) MAY BE EVIDENCED (IF REQUESTED BY SUCH LENDER) BY A NOTE ISSUED BY
THE APPLICABLE BORROWER IN ACCORDANCE WITH SUBSECTION 10.7(D).
(H)
THE PAYMENT OBLIGATIONS OF EACH BORROWER UNDER ANY LETTER OF CREDIT
AGREEMENT RELATING TO ANY LETTER OF CREDIT ISSUED FOR THE ACCOUNT OF SUCH
BORROWER SHALL BE ABSOLUTE AND UNCONDITIONAL AND IRREVOCABLE AND SHALL BE PAID
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND SUCH LETTER OF
CREDIT AGREEMENT (IT BEING UNDERSTOOD THAT IN THE EVENT OF ANY CONFLICT BETWEEN
THIS AGREEMENT AND ANY LETTER OF CREDIT AGREEMENT, THE PROVISIONS OF THIS
AGREEMENT SHALL GOVERN) UNDER ALL CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION,
THE FOLLOWING CIRCUMSTANCES (IT BEING UNDERSTOOD THAT ANY SUCH PAYMENT BY SUCH
BORROWER IS WITHOUT PREJUDICE TO, AND DOES NOT CONSTITUTE A WAIVER OF, ANY
RIGHTS (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO ASSERT ANY CLAIM BY SEPARATE
SUIT OR COMPULSORY COUNTERCLAIM) SUCH BORROWER MIGHT HAVE OR MIGHT ACQUIRE AS A
RESULT OF THE PAYMENT BY ANY ISSUING BANK