Day prior to the date of the proposed Loan.
The Borrowing Request shall be
irrevocable and shall specify the following information in compliance with
Section 2.02:
(A)
THE AGGREGATE AMOUNT OF SUCH LOAN;
(B)
THE DATE OF SUCH LOAN, WHICH SHALL BE A BUSINESS DAY;
(C)
THE LOCATION AND NUMBER OF BORROWER'S ACCOUNT TO WHICH FUNDS ARE
TO BE DISBURSED, WHICH SHALL COMPLY WITH THE REQUIREMENTS OF SECTION 2.02(C);
AND
(D)
THAT THE CONDITIONS SET FORTH IN SECTIONS 4.02(A) - (E) ARE
SATISFIED AS OF THE DATE OF THE NOTICE; PROVIDED THAT THE CERTIFICATION
CONTAINED THEREIN SHALL NOT APPLY TO THE ADMINISTRATIVE AGENT'S SATISFACTION
THAT ANY OF THE CONDITIONS IN SECTION 4.02(E) HAVE BEEN MET, ONLY THAT SUCH
UNDERLYING CONDITIONS HAVE BEEN MET.
Promptly following receipt of a Borrowing Request in accordance with this
Section 2.03, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Loan.
SECTION 2.04
EVIDENCE OF DEBT; REPAYMENT OF LOANS.
(A)
BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER, THE THEN UNPAID PRINCIPAL
AMOUNT OF EACH LOAN OF SUCH LENDER ON THE FINAL MATURITY DATE.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE
AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF BORROWER TO SUCH LENDER
RESULTING FROM EACH LOAN 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 UNDER THIS AGREEMENT.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL
RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, (II) THE AMOUNT OF ANY
PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM BORROWER
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 SECTIONS
2.04(B) AND (C) SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF
THE OBLIGATIONS THEREIN RECORDED; 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 OBLIGATIONS OF BORROWER AND THE OTHER LOAN PARTIES TO PAY,
AND PERFORM, THE OBLIGATIONS IN ACCORDANCE WITH THE LOAN DOCUMENTS.
IN THE
EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY ANY LENDER
AND THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT IN RESPECT OF SUCH
ENTRIES, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT SHALL CONTROL IN
THE ABSENCE OF MANIFEST ERROR.
(E)
ANY LENDER BY WRITTEN NOTICE TO BORROWER (WITH A COPY TO THE
ADMINISTRATIVE AGENT) MAY REQUEST THAT LOANS MADE BY IT BE EVIDENCED BY A
PROMISSORY NOTE.
IN SUCH EVENT, BORROWER
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SHALL PROMPTLY (AND, IN ALL EVENTS, WITHIN FIVE BUSINESS DAYS OF RECEIPT OF SUCH
REQUEST) PREPARE, EXECUTE AND DELIVER