and of each Lender's portion of
the requested Borrowing.
Section 2.04.
Evidence of Debt; Repayment of Loans.
(a)
The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender, (x) the principal amount of each Term Loan of such Lender as
provided in Section 2.11 and (y) on the Revolving Credit Maturity Date, the then
unpaid principal amount of each Revolving Loan of such Lender made to the
Borrower.
The Borrower hereby promises to pay to the Swingline Lender on the
Revolving Credit Maturity Date the then unpaid principal amount of each
Swingline Loan made hereunder.
(B)
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 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 BORROWER, (II) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS
AND TYPE THEREOF AND, IF APPLICABLE, THE INTEREST PERIOD APPLICABLE THERETO,
(III) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE
AND PAYABLE FROM THE BORROWER TO EACH LENDER HEREUNDER AND (IV) THE AMOUNT OF
ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER OR ANY
GUARANTOR 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
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THEREIN RECORDED; PROVIDED, HOWEVER, 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 THE BORROWER TO REPAY THE LOANS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
THE BORROWER SHALL HAVE RIGHT TO
REVIEW THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO CLAUSE (C) FROM
TIME TO TIME UPON REASONABLE PRIOR NOTICE DURING NORMAL BUSINESS HOURS.
(E)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT HEREUNDER BE
EVIDENCED BY A PROMISSORY NOTE IN SUBSTANTIALLY THE FORM OF EXHIBIT G-1 OR
EXHIBIT G-2, AS APPLICABLE, WITH APPROPRIATE INSERTIONS AND DELETIONS (EACH, A
"NOTE").
IN SUCH EVENT, THE BORROWER PROMPTLY SHALL EXECUTE AND DELIVER TO SUCH
LENDER A NOTE PAYABLE TO SUCH LENDER AND ITS PERMITTED REGISTERED ASSIGNS.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE EVENT ANY LENDER
SHALL REQUEST AND RECEIVE SUCH A NOTE, THE INTERESTS REPRESENTED BY SUCH NOTE
SHALL AT ALL TIMES (INCLUDING AFTER ANY ASSIGNMENT OF ALL OR PART OF SUCH
INTERESTS PURSUANT TO SECTION 9.04) BE REPRESENTED BY ONE OR MORE NOTES PAYABLE
TO THE PAYEE NAMED THEREIN OR ITS REGISTERED ASSIGNS OR SUCCESSORS.
Section 2.05.
Fees.
(a)
The Borrower agrees to pay to each Revolving Credit
Lender, through the Administrative Agent, on the last Business Day of March,
June, September and December