BE DELIVERED PROMPTLY BY THE ADMINISTRATIVE AGENT TO
SUCH LENDER IN THE SAME TYPE OF FUNDS THAT THE ADMINISTRATIVE AGENT RECEIVED AT
ITS ADDRESS SPECIFIED PURSUANT TO ARTICLE XIII OR AT ANY LENDING INSTALLATION
SPECIFIED IN A NOTICE RECEIVED BY THE ADMINISTRATIVE AGENT FROM SUCH LENDER.
THE ADMINISTRATIVE AGENT IS HEREBY AUTHORIZED TO CHARGE THE ACCOUNT OF THE
BORROWER MAINTAINED WITH JPMORGAN FOR EACH PAYMENT OF THE OBLIGATIONS AS IT
BECOMES DUE HEREUNDER.
EACH REFERENCE TO THE ADMINISTRATIVE AGENT IN THIS
SECTION 2.12 SHALL ALSO BE DEEMED TO REFER, AND SHALL APPLY EQUALLY, TO THE LC
ISSUER IN THE CASE OF PAYMENTS REQUIRED TO BE MADE BY THE BORROWER TO THE LC
ISSUER PURSUANT TO SECTION 2.20.6.
2.13.
NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.
(I)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF
THE BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN
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MADE BY SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(II)
THE ADMINISTRATIVE AGENT SHALL ALSO
MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD (A) THE DATE AND THE AMOUNT OF EACH
LOAN MADE HEREUNDER, THE TYPE THEREOF AND THE INTEREST PERIOD (IN THE CASE OF A
EURODOLLAR ADVANCE) WITH RESPECT THERETO, (B) THE AMOUNT OF ANY PRINCIPAL OR
INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH
LENDER HEREUNDER, (C) THE ORIGINAL STATED AMOUNT OF EACH FACILITY LC AND THE
AMOUNT OF LC OBLIGATIONS OUTSTANDING AT ANY TIME, (D) THE EFFECTIVE DATE AND
AMOUNT OF EACH ASSIGNMENT AGREEMENT DELIVERED TO AND ACCEPTED BY IT AND THE
PARTIES THERETO PURSUANT TO SECTION 12.3, (E) THE AMOUNT OF ANY SUM RECEIVED BY
THE ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER AND EACH LENDER'S SHARE
THEREOF, AND (F) ALL OTHER APPROPRIATE DEBITS AND CREDITS AS PROVIDED IN THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL FEES, CHARGES, EXPENSES AND
INTEREST.
(III)
THE ENTRIES MAINTAINED IN THE ACCOUNTS
MAINTAINED PURSUANT TO PARAGRAPHS (I) AND (II) ABOVE SHALL BE PRIMA FACIE
EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS THEREIN RECORDED;
PROVIDED, HOWEVER, THAT THE FAILURE OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO
MAINTAIN SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE
OBLIGATION OF THE BORROWER TO REPAY THE OBLIGATIONS IN ACCORDANCE WITH THEIR
TERMS.
(IV)
ANY LENDER MAY REQUEST THAT ITS REVOLVING
LOANS OR, IN THE CASE OF THE SWING LINE LENDER, THE SWING LINE LOANS, BE
EVIDENCED BY PROMISSORY NOTES (THE "PROMISSORY NOTES") IN SUBSTANTIALLY THE FORM
OF EXHIBIT E, WITH APPROPRIATE CHANGES FOR NOTES EVIDENCING SWING LINE LOANS.
IN SUCH EVENT, THE BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH LENDER
SUCH PROMISSORY NOTE(S) PAYABLE TO THE ORDER OF SUCH LENDER.
THEREAFTER, THE
LOANS EVIDENCED BY SUCH PROMISSORY NOTE(S) AND INTEREST THEREON SHALL AT ALL
TIMES (PRIOR TO ANY ASSIGNMENT PURSUANT TO SECTION 12.3) BE REPRESENTED BY ONE
OR MORE PROMISSORY NOTES PAYABLE