SO AS TO ELIMINATE THE CONTINUED NEED FOR PAYMENT OF AMOUNTS
OWING PURSUANT TO SECTION 4.9, 4.10(A) OR 4.10(B), (IV) THE REPLACEMENT
FINANCIAL INSTITUTION SHALL PURCHASE, AT PAR, ALL LOANS AND OTHER AMOUNTS OWING
TO SUCH REPLACED LENDER ON OR PRIOR TO THE DATE OF REPLACEMENT, (V) TMP SHALL BE
LIABLE TO SUCH REPLACED LENDER UNDER SECTION 4.11 IF ANY EUROCURRENCY LOAN OWING
TO SUCH REPLACED LENDER SHALL BE PURCHASED OTHER THAN ON THE LAST DAY OF THE
INTEREST PERIOD RELATING THERETO AND SHALL PAY SUCH AMOUNTS ON DEMAND, (VI) THE
REPLACEMENT FINANCIAL INSTITUTION, IF NOT
45
ALREADY A LENDER, SHALL BE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT,
(VII) THE REPLACED LENDER SHALL BE OBLIGATED TO MAKE SUCH REPLACEMENT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 11.6, (VIII) UNTIL SUCH TIME AS SUCH
REPLACEMENT SHALL BE CONSUMMATED, THE APPLICABLE BORROWER(S) SHALL PAY ALL
ADDITIONAL AMOUNTS (IF ANY) REQUIRED PURSUANT TO SECTION 4.9, 4.10(A) OR
4.10(B), OR OTHERWISE UNDER THIS AGREEMENT, AS THE CASE MAY BE, AND (IX) ANY
SUCH REPLACEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF ANY RIGHTS THAT THE
BORROWERS, THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER SHALL HAVE AGAINST THE
REPLACED LENDER.
4.14.
EVIDENCE OF DEBT.
(A)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING INDEBTEDNESS OF EACH
BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN OF SUCH LENDER FROM TIME TO
TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH
LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
(B)
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE BORROWERS, SHALL
MAINTAIN THE REGISTER PURSUANT TO SECTION 11.6(B), AND A SUBACCOUNT THEREIN FOR
EACH LENDER, IN WHICH SHALL BE RECORDED (I) THE AMOUNT OF EACH LOAN MADE
HEREUNDER AND ANY NOTE EVIDENCING SUCH LOAN, THE TYPE OF SUCH LOAN AND EACH
INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST
DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH BORROWER TO EACH LENDER
HEREUNDER AND (III) BOTH THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE
AGENT HEREUNDER FROM EACH BORROWER AND EACH LENDER'S SHARE THEREOF.
(C)
THE ENTRIES MADE IN THE REGISTER AND THE ACCOUNTS OF EACH LENDER
MAINTAINED PURSUANT TO SECTION 4.14(A) SHALL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS OF EACH BORROWER THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE
FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN THE REGISTER OR
ANY SUCH ACCOUNT, 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 BY SUCH LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(D)
EACH BORROWER AGREES THAT, UPON THE REQUEST TO THE ADMINISTRATIVE
AGENT BY ANY LENDER, EACH BORROWER WILL EXECUTE AND DELIVER TO SUCH LENDER A
PROMISSORY NOTE OF EACH BORROWER EVIDENCING ANY REVOLVING CREDIT LOANS, UK
FOREIGN CURRENCY LOANS, SWINGLINE LOANS, AS THE CASE