SHARE THEREOF.
(C)
THE ENTRIES IN THE ELECTRONIC OR WRITTEN RECORDS MAINTAINED
PURSUANT TO SECTION 2.16(B) SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND
AMOUNTS OF THE OBLIGATIONS AND INDEBTEDNESS THEREIN RECORDED; PROVIDED, HOWEVER,
THAT THE FAILURE OF AGENT TO MAINTAIN SUCH RECORDS OR ANY ERROR THEREIN SHALL
NOT IN ANY MANNER AFFECT THE OBLIGATIONS OF BORROWER TO REPAY THE LOANS OR
OBLIGATIONS IN ACCORDANCE WITH THEIR TERMS.
(D)
AGENT WILL ACCOUNT TO BORROWER MONTHLY WITH A STATEMENT OF
ADVANCES UNDER THE REVOLVING FACILITY AND ANY CHARGES AND PAYMENTS MADE PURSUANT
TO THIS AGREEMENT, AND IN THE ABSENCE OF DEMONSTRABLE ERROR, SUCH ACCOUNTING
RENDERED BY AGENT SHALL BE DEEMED FINAL, BINDING AND CONCLUSIVE UNLESS AGENT IS
NOTIFIED BY BORROWERS IN WRITING TO THE CONTRARY WITHIN FIFTEEN (15) CALENDAR
DAYS OF RECEIPT OF SUCH ACCOUNTING, WHICH NOTICE SHALL BE DEEMED AN OBJECTION
ONLY TO ITEMS SPECIFICALLY OBJECTED TO THEREIN.
(E)
BORROWER AGREES THAT UPON WRITTEN NOTICE BY AGENT TO BORROWER,
WHICH WRITTEN NOTICE MAY BE ISSUED TO BORROWER AT ANY TIME IN AGENT'S SOLE
DISCRETION, AND SHALL BE ACCOMPANIED BY THE RETURN OF ONE OR MORE OF THE THEN
EXISTING NOTES TO BORROWER ("NOTICE REGARDING NOTES"): (A) ALL REFERENCES TO
"NOTES" IN THE LOAN DOCUMENTS SHALL MEAN ALL THEN EXISTING NOTES, IF ANY, TO THE
EXTENT ISSUED (AND NOT RETURNED TO BORROWER IN RELIANCE UPON
SECTION 2.16(C) ABOVE) AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED,
DIVIDED AND/OR RESTATED AND IN EFFECT FROM TIME TO TIME; (B) ALL REFERENCES TO
ANY RETURNED
"REVOLVING NOTES" IN THE LOAN DOCUMENTS SHALL BE DEEMED TO REFER
TO THE REVOLVING LOANS (WITHOUT DUPLICATION OF SUCH TERM); AND (C) ALL
REFERENCES TO ANY RETURNED "TERM NOTES" IN THE LOAN DOCUMENTS SHALL BE DEEMED TO
REFER TO THE TERM LOANS (WITHOUT DUPLICATION OF SUCH TERM); AND
(F)
BORROWER AGREES THAT:
(I)
UPON WRITTEN NOTICE BY AGENT TO BORROWER THAT A NEW PROMISSORY
NOTE OR OTHER EVIDENCE OF INDEBTEDNESS IS REQUESTED BY AGENT (FOR ITSELF OR ON
BEHALF OF ANY LENDER) TO EVIDENCE THE LOANS AND OTHER OBLIGATIONS OWING OR
PAYABLE TO, OR TO BE MADE BY, SUCH LENDER, BORROWER PROMPTLY SHALL (AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS OF ANY SUCH REQUEST) EXECUTE AND DELIVER TO
AGENT AN APPROPRIATE NOTE OR NOTES IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO AGENT AND BORROWER, PAYABLE TO THE ORDER OF SUCH LENDER IN A PRINCIPAL AMOUNT
EQUAL TO THE AMOUNT OF THE LOANS OWING OR PAYABLE TO SUCH LENDER;
(II)
UPON AGENT'S WRITTEN REQUEST (FOR ITSELF OR ON BEHALF OF ANY
LENDER), AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS OF ANY SUCH REQUEST,
BORROWER SHALL EXECUTE AND DELIVER TO AGENT NEW NOTES AND/OR SPLIT OR DIVIDE THE
NOTES, OR ANY OF THEM, IN EXCHANGE FOR THE THEN EXISTING SUBJECT NOTES, IN SUCH
SMALLER AMOUNTS OR DENOMINATIONS AS AGENT OR SUCH LENDER SHALL SPECIFY;
PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF SUCH NEW,
3
SPLIT OR DIVIDED NOTES SHALL NOT EXCEED THE AGGREGATE PRINCIPAL AMOUNT