ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE BORROWERS TO SUCH LENDER
RESULTING FROM EACH LOAN MADE OR BA ACCEPTED AND PURCHASED BY SUCH LENDER,
INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER
FROM TIME TO TIME HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD
(I) THE AMOUNT OF EACH LOAN MADE AND BA ACCEPTED AND PURCHASED HEREUNDER, THE
TYPE THEREOF AND, AS APPLICABLE, THE INTEREST PERIOD OR CONTRACT PERIOD
APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE
OR TO BECOME DUE AND PAYABLE FROM EACH 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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(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPH (B) OR (C) 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
APPLICABLE BORROWER TO REPAY THE LOANS AND BA DRAWINGS IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT REVOLVING LOANS MADE BY IT TO EITHER BORROWER
BE EVIDENCED BY A PROMISSORY NOTE. IN SUCH EVENT, SUCH BORROWER 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) AND IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT. 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 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)
IN THE EVENT THE ADMINISTRATIVE AGENT SHALL, PURSUANT TO ANY DEPOSIT
ACCOUNT CONTROL AGREEMENT OR LOCKBOX AGREEMENT, OBTAIN SOLE CONTROL OF THE
DEPOSIT ACCOUNT OR DEPOSIT ACCOUNTS SUBJECT THERETO, THE ADMINISTRATIVE AGENT
(I) SHALL INSTRUCT THE DEPOSITARY BANK PARTY TO SUCH DEPOSIT ACCOUNT CONTROL
AGREEMENT OR LOCKBOX AGREEMENT TO TRANSFER ON EACH BUSINESS DAY (OR WITH SUCH
OTHER FREQUENCY AS SHALL BE SPECIFIED BY THE ADMINISTRATIVE AGENT) TO THE
ACCOUNT OF THE ADMINISTRATIVE AGENT SPECIFIED BY IT ALL FUNDS THEN ON DEPOSIT IN
SUCH DEPOSIT ACCOUNT OR DEPOSIT ACCOUNTS AND (II) ON EACH BUSINESS DAY
IMMEDIATELY FOLLOWING THE DAY OF RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY
FUNDS PURSUANT TO A TRANSFER REFERRED TO IN CLAUSE (I) ABOVE, (A) IN THE CASE OF
ANY SUCH FUNDS RECEIVED ON ACCOUNT OF ANY DEPOSIT ACCOUNT OF A US LOAN PARTY,
APPLY THE AMOUNTS SO RECEIVED FIRST, TO PREPAY PROTECTIVE ADVANCES, SECOND, TO
PREPAY SWINGLINE LOANS, THIRD, TO PREPAY REVOLVING LOANS, FOURTH, TO CASH
COLLATERALIZE OUTSTANDING LC EXPOSURES IN