its usual practice an account or accounts evidencing the indebtedness of
the Borrower to such Lender resulting from each Loan held by such Lender,
including the amounts of principal and interest (including, without limitation,
any PIK Interest Amount) payable and paid to such Lender from time to time
hereunder.
(B)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD
(I) THE AMOUNT OF EACH LOAN OUTSTANDING HEREUNDER, THE TYPE THEREOF AND THE
INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST
(INCLUDING, WITHOUT LIMITATION, ANY PIK INTEREST AMOUNT) 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.
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(C)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPH (A) OR (B) OF THIS SECTION SHALL BE CONCLUSIVE EVIDENCE OF THE
EXISTENCE AND AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN, ABSENT DEMONSTRABLE
ERROR; 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)
ANY LENDER MAY REQUEST THAT LOANS HELD BY IT BE EVIDENCED BY A PROMISSORY
NOTE.
IN SUCH EVENT, THE BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH
LENDER A PROMISSORY NOTE PAYABLE TO SUCH LENDER (OR, IF REQUESTED BY SUCH
LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS) AND IN A FORM REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE BORROWER; PROVIDED THAT, IN
ORDER FOR ANY SUCH PROMISSORY NOTE TO BE DELIVERED ON THE CLOSING DATE, THE
REQUEST THEREFOR SHALL BE DELIVERED NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE
CLOSING DATE.
SUCH PROMISSORY NOTE SHALL STATE THAT IT IS SUBJECT TO THE
PROVISIONS OF THIS AGREEMENT.
THEREAFTER, THE LOANS EVIDENCED BY SUCH
PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER
ASSIGNMENT PURSUANT TO SECTION 9.04) BE REPRESENTED BY ONE OR MORE PROMISSORY
NOTES IN SUCH FORM.
SECTION 2.05
REPAYMENT OF LOANS.
THE 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 MATURITY DATE.
SECTION 2.06
Prepayment of Loans.
(a)
The Borrower shall have the right at
any time and from time to time to prepay any Borrowing in whole or in part,
without premium or penalty (but subject to Section 2.11), in an aggregate
principal amount that is an integral multiple of $1,000,000 and not less than
$1,000,000 or, if less, the amount outstanding, subject to the requirements of
this Section.
(B)
(I)
IN THE EVENT AND ON EACH OCCASION THAT ANY NET PROCEEDS ARE RECEIVED
BY OR ON BEHALF OF THE BORROWER OR ANY SUBSIDIARY IN RESPECT OF ANY ASSET
DISPOSITION, THE BORROWER SHALL, NOT LATER THAN THE FIFTH BUSINESS DAY