ANY LENDER TO MAKE ANY LOAN REQUIRED TO BE MADE
BY IT AS PART OF ANY BORROWING SHALL NOT RELIEVE ANY OTHER LENDER OF ITS
OBLIGATION, IF ANY, HEREUNDER TO MAKE ITS LOAN AS PART OF SUCH BORROWING, BUT NO
LENDER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY OTHER LENDER TO MAKE THE LOAN
TO BE MADE BY SUCH OTHER LENDER AS PART OF ANY BORROWING.
(C)
EACH LENDER MAY, AT ITS OPTION, MAKE AND MAINTAIN ANY LOAN AT, TO
OR FOR THE ACCOUNT OF ANY OF ITS LENDING OFFICES, PROVIDED THAT ANY EXERCISE OF
SUCH OPTION SHALL NOT AFFECT THE OBLIGATION OF THE APPLICABLE BORROWER TO REPAY
SUCH LOAN TO OR FOR THE ACCOUNT OF SUCH LENDER IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
2.4
EVIDENCE OF DEBT; NOTES.
(A)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWERS TO THE
APPLICABLE LENDING OFFICE OF SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH
LENDING OFFICE OF SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDING OFFICE OF SUCH LENDER
FROM TIME TO TIME UNDER THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN THE REGISTER PURSUANT TO
SECTION 11.7(B), AND A SUBACCOUNT FOR EACH LENDER, IN WHICH REGISTER AND
SUBACCOUNTS (TAKEN TOGETHER) SHALL BE RECORDED (I) THE AMOUNT OF EACH SUCH LOAN,
THE CLASS, TYPE AND APPLICABLE CURRENCY OF EACH SUCH LOAN, THE APPLICABLE
BORROWER 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 IN RESPECT OF EACH SUCH LOAN AND
(III) THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FROM
THE APPLICABLE BORROWER IN RESPECT OF EACH SUCH LOAN AND EACH LENDER'S SHARE
THEREOF.
(C)
THE ENTRIES MADE IN THE ACCOUNTS, REGISTER AND SUBACCOUNTS
MAINTAINED PURSUANT TO SECTION 2.4(B) (AND, IF CONSISTENT WITH THE ENTRIES OF
THE ADMINISTRATIVE AGENT, SECTION 2.4(A)) 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 ADMINISTRATIVE 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 EACH BORROWER TO REPAY (WITH APPLICABLE
INTEREST) THE LOANS MADE TO SUCH BORROWER BY SUCH LENDER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
(D)
THE LOANS OF EACH CLASS MADE BY EACH LENDER SHALL, IF REQUESTED BY
THE APPLICABLE LENDER (WHICH REQUEST SHALL BE MADE TO THE ADMINISTRATIVE AGENT),
BE EVIDENCED (I) IN THE CASE OF TERM LOANS, BY A TERM NOTE APPROPRIATELY
COMPLETED IN SUBSTANTIALLY THE FORM OF EXHIBIT A-1, (II) IN THE CASE OF
REVOLVING LOANS, BY A REVOLVING NOTE APPROPRIATELY COMPLETED
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IN SUBSTANTIALLY THE FORM OF EXHIBIT A-2, AND (III) IN THE