ADMINISTRATIVE AGENT
SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH NOTICE DELIVERED BY THE
BORROWERS PURSUANT TO THIS SECTION SHALL BE IRREVOCABLE; PROVIDED THAT A NOTICE
OF TERMINATION OF THE REVOLVING COMMITMENTS DELIVERED BY THE BORROWERS MAY STATE
THAT SUCH NOTICE IS CONDITIONED UPON THE EFFECTIVENESS OF OTHER CREDIT
FACILITIES, IN WHICH CASE SUCH NOTICE MAY BE REVOKED BY THE BORROWERS (BY NOTICE
TO THE ADMINISTRATIVE AGENT ON OR PRIOR TO THE SPECIFIED EFFECTIVE DATE) IF SUCH
CONDITION IS NOT SATISFIED.
ANY TERMINATION OR REDUCTION OF THE REVOLVING
COMMITMENTS SHALL BE PERMANENT.
EACH REDUCTION OF THE REVOLVING COMMITMENTS
SHALL BE MADE RATABLY AMONG THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE
REVOLVING COMMITMENTS.
SECTION 2.09.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
THE BORROWERS HEREBY
UNCONDITIONALLY PROMISE TO PAY (I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING LOAN OF SUCH
LENDER ON THE REVOLVING MATURITY DATE AND (II) TO THE SWINGLINE LENDER THE THEN
UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE EARLIER OF THE REVOLVING
MATURITY DATE AND THE FIRST DATE AFTER SUCH SWINGLINE LOAN IS MADE THAT IS THE
15TH OR LAST DAY OF A CALENDAR MONTH AND IS AT LEAST TWO BUSINESS DAYS AFTER
SUCH SWINGLINE LOAN IS MADE; PROVIDED THAT ON EACH DATE THAT A REVOLVING
BORROWING IS MADE, THE BORROWERS SHALL REPAY ALL SWINGLINE LOANS THAT WERE
OUTSTANDING ON THE DATE SUCH BORROWING WAS REQUESTED.
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(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWERS TO SUCH LENDER
RESULTING FROM EACH LOAN MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL
AND INTEREST PAYABLE AND PAID TO SUCH LENDER 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 CLASS AND 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 BORROWERS 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 PARAGRAPH (B) OR
(C) OF THIS SECTION SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS
OF 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 BORROWERS TO REPAY THE LOANS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT LOANS OF ANY CLASS MADE BY IT BE EVIDENCED BY A
PROMISSORY NOTE.
IN SUCH EVENT, THE BORROWERS SHALL PREPARE, EXECUTE AND
DELIVER TO SUCH LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER
(OR, IF REQUESTED BY SUCH LENDER, TO SUCH LENDER AND ITS