OR OTHERWISE APPLY IT OR
DEEM IT APPLIED AS PROVIDED HEREIN UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
DETERMINED IN ITS SOLE DISCRETION THAT TO SO DISBURSE SUCH AMOUNT WILL NOT
VIOLATE ANY LAW, RULE, REGULATION OR REQUIREMENT APPLICABLE TO THE
ADMINISTRATIVE AGENT.
UPON ANY SUCH DISBURSEMENT BY THE ADMINISTRATIVE AGENT,
SUCH LENDER SHALL BE DEEMED TO HAVE MADE A BASE RATE LOAN OF THE SAME CLASS AS
THE FAILED LOAN TO THE BORROWER IN SATISFACTION, TO THE EXTENT THEREOF, OF SUCH
LENDER'S OBLIGATION TO MAKE THE FAILED LOAN.
SECTION 2.04
EVIDENCE OF LOANS.
(A)
LENDER ACCOUNTS.
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH
ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS 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.
(B)
ADMINISTRATIVE AGENT RECORDS.
THE ADMINISTRATIVE AGENT SHALL
MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD (I) THE AMOUNT OF EACH LOAN MADE
HEREUNDER, THE CLASS AND TYPE OF EACH LOAN MADE AND THE INTEREST PERIOD, IF ANY,
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 FROM
THE BORROWER AND EACH LENDER'S SHARE THEREOF.
(C)
EVIDENCE OF INDEBTEDNESS.
THE ENTRIES MADE IN THE ACCOUNTS
MAINTAINED PURSUANT TO SUBSECTIONS (A) AND (B) OF THIS SECTION 2.04 SHALL BE
PRIMA FACIE EVIDENCE ABSENT DEMONSTRABLE ERROR OF THE EXISTENCE AND AMOUNTS OF
THE OBLIGATIONS 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 THEIR TERMS.
(D)
NOTES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF
ANY LENDER SHALL REQUEST AND RECEIVE A NOTE OR NOTES AS PROVIDED IN SECTION
10.07 OR OTHERWISE, THEN THE LOANS OF SUCH LENDER SHALL BE EVIDENCED BY A SINGLE
REVOLVING NOTE OR TERM B NOTE, AS APPLICABLE, IN EACH CASE, SUBSTANTIALLY IN THE
FORM OF EXHIBIT B-1 OR B-2, AS APPLICABLE, PAYABLE TO THE ORDER OF SUCH LENDER
FOR THE ACCOUNT OF ITS APPLICABLE LENDING OFFICE IN AN AMOUNT EQUAL TO THE
AGGREGATE UNPAID PRINCIPAL AMOUNT OF SUCH LENDER'S REVOLVING LOANS OR TERM B
LOANS , AS APPLICABLE.
IF REQUESTED BY THE SWING LINE LENDER, THE SWING LINE
LOANS SHALL BE EVIDENCED BY A SINGLE SWING LINE NOTE, SUBSTANTIALLY IN THE FORM
OF
47
EXHIBIT B-3, PAYABLE TO THE ORDER OF THE SWING LINE LENDER IN AN AMOUNT EQUAL TO
THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE SWING LINE LOANS.
(E)
NOTE ENDORSEMENTS.
EACH LENDER HAVING ONE OR MORE NOTES SHALL
RECORD THE DATE, AMOUNT, CLASS AND TYPE OF EACH LOAN MADE BY IT AND THE DATE AND
AMOUNT OF EACH PAYMENT OF PRINCIPAL MADE BY THE BORROWER