the actual Commitment of each Lender and the
principal amount outstanding of each Borrowing made by such Lender during the
relevant period of time.
SECTION 2.08.
REPAYMENT OF LOANS; EVIDENCE OF DEBT; OBLIGATIONS ABSOLUTE.
(A)
THE COMPANY HEREBY UNCONDITIONALLY PROMISES
TO PAY TO THE PAYING AGENT FOR APPLICATION IN ACCORDANCE WITH SECTION 2.15 THE
OUTSTANDING PRINCIPAL AMOUNT OF (I) EACH LOAN MADE PRIOR TO THE LAST DAY OF THE
AVAILABILITY PERIOD, ON SUCH LAST DAY, AND (II) EACH LOAN MADE ON OR AFTER THE
LAST DAY OF THE AVAILABILITY PERIOD, ON DEMAND.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF
THE COMPANY TO SUCH LENDER RESULTING FROM EACH LOAN MADE BY SUCH LENDER TO THE
COMPANY, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO
SUCH LENDER BY THE COMPANY FROM TIME TO TIME HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN
ACCOUNTS IN WHICH IT SHALL RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER,
THE TYPE THEREOF 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
COMPANY TO EACH LENDER HEREUNDER AND (III) THE AMOUNT OF ANY SUM RECEIVED BY THE
ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE LENDERS AND EACH LENDER'S
SHARE THEREOF.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED
PURSUANT TO SUBSECTION (B) OR (C) OF THIS SECTION SHALL, ABSENT MANIFEST ERROR,
BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF
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THE OBLIGATIONS RECORDED THEREIN; PROVIDED THAT THE FAILURE OF ANY LENDER OR THE
ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN
ANY MANNER AFFECT THE OBLIGATION OF THE COMPANY TO REPAY THE LOANS IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT LOANS MADE BY
IT BE EVIDENCED BY A PROMISSORY NOTE.
IN SUCH EVENT, THE COMPANY SHALL PREPARE,
EXECUTE AND DELIVER TO SUCH LENDER A NONNEGOTIABLE PROMISSORY NOTE SUBSTANTIALLY
IN THE FORM ATTACHED AS EXHIBIT B (A "NOTE") PAYABLE TO THE ORDER OF SUCH LENDER
(OR, IF REQUESTED BY SUCH LENDER, TO SUCH LENDER AND ITS PERMITTED REGISTERED
ASSIGNS).
THEREAFTER, THE LOANS EVIDENCED BY SUCH NOTE AND INTEREST THEREON
SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 9.04) BE
REPRESENTED BY ONE OR MORE NOTES PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN
(OR, IF SUCH NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS PERMITTED
REGISTERED ASSIGNS).
(F)
THE COMPANY'S OBLIGATION TO REPAY THE
LOANS, TO REIMBURSE LC DISBURSEMENTS AND TO MAKE THE OTHER PAYMENTS PROVIDED
HEREIN SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PERFORMED
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ANY AND ALL
CIRCUMSTANCES WHATSOEVER AND IRRESPECTIVE OF (I) ANY LACK OF VALIDITY OR
ENFORCEABILITY OF THE LETTER OF CREDIT OR THIS AGREEMENT, OR ANY TERM OR
PROVISION THEREIN, (II) THE EXISTENCE OF ANY CLAIM, SET-OFF, DEFENSE OR OTHER