Loans in accordance with Section 2.11, the sum of the Revolving Exposures would
exceed the total Revolving Commitments.
(C)
NOTICE OF TERMINATION OR REDUCTION.
THE
BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION TO TERMINATE OR
REDUCE THE REVOLVING COMMITMENTS UNDER PARAGRAPH (B) OF THIS SECTION AT LEAST
THREE BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION OR
REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE THEREOF.
PROMPTLY
FOLLOWING RECEIPT OF ANY NOTICE, THE ADMINISTRATIVE AGENT SHALL ADVISE THE
LENDERS OF THE CONTENTS THEREOF.
EACH NOTICE DELIVERED BY THE BORROWER PURSUANT
TO THIS SECTION SHALL BE IRREVOCABLE.
ANY TERMINATION OR REDUCTION OF THE
REVOLVING COMMITMENTS SHALL BE PERMANENT.
EACH REDUCTION OF THE REVOLVING
COMMITMENTS SHALL BE MADE RATABLY AMONG THE REVOLVING LENDERS IN ACCORDANCE WITH
THEIR RESPECTIVE REVOLVING COMMITMENTS.
Section 2.09
Evidence of Debt.
(A)
MAINTENANCE OF RECORDS BY LENDERS.
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 MADE BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(B)
MAINTENANCE OF RECORDS BY ADMINISTRATIVE
AGENT.
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, IN THE CASE OF INCREMENTAL LOANS, THE RESPECTIVE SERIES 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 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.
(C)
PRESUMPTIONS OF RECORDS.
THE ENTRIES MADE
IN THE ACCOUNTS MAINTAINED PURSUANT TO PARAGRAPH (A) OR (B) 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 BORROWER TO REPAY THE LOANS IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
(D)
PROMISSORY NOTES.
ANY LENDER MAY REQUEST
THAT LOANS OF ANY CLASS MADE BY IT BE EVIDENCED BY A PROMISSORY NOTE.
IN SUCH
EVENT, THE BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH LENDER A
PROMISSORY NOTE (EACH A "NOTE") PAYABLE TO THE ORDER OF SUCH LENDER (OR, IF
REQUESTED BY SUCH LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS)
SUBSTANTIALLY IN THE FORM OF EXHIBIT H HERETO.
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 IN SUCH FORM
PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN (OR, IF SUCH NOTE IS A
REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
Section 2.10
Repayment of Loans.
(A)
REVOLVING LOANS AND SWINGLINE LOANS.