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, THE TYPE AND CLASS 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 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 PARAGRAPHS
(B) AND (C) ABOVE 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 BORROWERS TO REPAY THE LOANS IN ACCORDANCE
WITH THEIR TERMS.
(E)
ANY LENDER MAY REQUEST THAT LOANS OF ANY CLASS MADE BY IT BE
EVIDENCED BY A PROMISSORY NOTE.
IN SUCH EVENT, 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 REGISTERED ASSIGNS) IN
THE FORM OF EXHIBIT H-1 OR H-2, AS THE CASE MAY BE.
THEREAFTER, THE LOANS
EVIDENCED BY SUCH PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL TIMES
(INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 11.04) BE REPRESENTED BY ONE OR
MORE PROMISSORY NOTES IN SUCH FORM PAYABLE TO THE ORDER OF THE PAYEE NAMED
THEREIN (OR, IF SUCH PROMISSORY NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS
REGISTERED ASSIGNS).
(F)
WITHIN 45 DAYS AFTER THE CLOSING DATE, BORROWERS AND THE OTHER
LOAN PARTIES SHALL ESTABLISH, AND THEREAFTER SHALL MAINTAIN IN PLACE, THE CASH
MANAGEMENT SYSTEM DESCRIBED IN THIS SECTION 2.04(F).
ALL FUNDS RECEIVED AT ANY
TIME BY EACH BORROWER AND EACH OTHER LOAN PARTY, WHETHER FROM SALES OF INVENTORY
OR COLLECTIONS OF ACCOUNTS IN THE ORDINARY COURSE OF BUSINESS, FROM NET CASH
PROCEEDS OR OTHERWISE, SHALL BE DEPOSITED IN ONE OR MORE COLLECTION ACCOUNTS
OVER WHICH THE ADMINISTRATIVE AGENT SHALL HAVE COMPLETE DOMINION AND CONTROL AND
WHICH SHALL BE SUBJECT TO A DEPOSIT ACCOUNT CONTROL AGREEMENT AMONG SUCH
BORROWER OR LOAN PARTY, THE ADMINISTRATIVE AGENT AND THE BANK AT WHICH SUCH
ACCOUNT IS MAINTAINED, EXCEPT THAT (X) THE LOAN PARTIES MAY MAINTAIN A BANK
ACCOUNT OR ACCOUNTS IN CANADA (WHICH SHALL BE USED FOR DEPOSITING PAYMENTS
RECEIVED FROM CANADIAN CUSTOMERS IN CANADIAN DOLLARS) WHICH ARE NOT SUBJECT TO
SUCH A DEPOSIT ACCOUNT CONTROL AGREEMENT; PROVIDED, THAT, THE AGGREGATE AMOUNTS
HELD IN ALL SUCH CANADIAN BANK ACCOUNTS SHALL NOT AT ANY TIME EXCEED THE
CANADIAN DOLLAR EQUIVALENT OF $250,000 AND (Y) THE LOAN PARTIES MAY MAINTAIN
BANK ACCOUNTS IN THE UNITED STATES WHICH ARE NOT SUBJECT TO SUCH A DEPOSIT
ACCOUNT CONTROL