EXTENT THAT THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT IS NOT REIMBURSED FOR
SUCH EXPENSES BY THE BORROWER.
(B)
EXCEPT FOR ACTION EXPRESSLY REQUIRED OF THE ADMINISTRATIVE AGENT
HEREUNDER OR THE COLLATERAL AGENT HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT,
THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT SHALL IN ALL CASES BE FULLY
JUSTIFIED IN FAILING OR REFUSING TO ACT HEREUNDER OR THEREUNDER UNLESS IT SHALL
RECEIVE FURTHER ASSURANCES TO ITS SATISFACTION FROM THE LENDER OF ITS
INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 9.06 HEREOF AGAINST ANY AND ALL
LIABILITY AND EXPENSE THAT MAY BE INCURRED BY IT BY REASON OF TAKING OR
CONTINUING TO TAKE ANY SUCH ACTION.
(C)
THE PROVISIONS OF THIS SECTION 9.06 SHALL REMAIN OPERATIVE AND IN
FULL FORCE AND EFFECT REGARDLESS OF THE EXPIRATION OF THE TERM OF THIS
AGREEMENT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE
REPAYMENT OF ANY AMOUNT OWING UNDER THE FACILITY, THE INVALIDITY OR
UNENFORCEABILITY OF ANY TERM OR PROVISION OF ANY CREDIT DOCUMENT, OR ANY
INVESTIGATION MADE BY OR ON BEHALF OF THE LENDER.
ARTICLE X
EVIDENCE OF LOANS; TRANSFERS
SECTION 10.01
EVIDENCE OF LOANS.
(A)
THE LENDER SHALL MAINTAIN, IN
ACCORDANCE WITH ITS CUSTOMARY AND USUAL PRACTICE, ACCOUNTS EVIDENCING THE
INDEBTEDNESS OF THE BORROWER TO THE LENDER UNDER THE FACILITY INCLUDING THE
AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO THE LENDER IN RESPECT OF
THE LOAN.
TO THE EXTENT REQUESTED BY THE LENDER, EACH TRANCHE OF THE LOAN
ADVANCED UNDER THE FACILITY MAY BE EVIDENCED BY ONE OR MORE NOTES, IN
SUBSTANTIALLY THE FORM OF EXHIBIT B.
(B)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN, IN ACCORDANCE WITH ITS
CUSTOMARY AND USUAL PRACTICE, (I) A COPY OF EACH ASSIGNMENT AND ACCEPTANCE
DELIVERED TO IT AND (II) WRITTEN OR ELECTRONIC RECORDS FOR THE RECORDATION OF
THE AMOUNT OF THE LOAN AND EACH TRANCHE OUTSTANDING, AND THE INTEREST RATE AND
THE INTEREST PERIOD APPLICABLE THERETO, (III) THE AMOUNT OF ANY PAYMENTS
RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER AND (IV) WITH
RESPECT TO EACH ASSIGNMENT AND ACCEPTANCE DELIVERED TO THE ADMINISTRATIVE AGENT,
THE NAME AND ADDRESS OF THE ASSIGNEE, THE AMOUNT OF THE ASSIGNEE'S COMMITMENT
AND THE PRINCIPAL AMOUNT OWING TO SUCH ASSIGNEE.
THE ADMINISTRATIVE AGENT'S
WRITTEN RECORDS DESCRIBED ABOVE SHALL BE AVAILABLE FOR
44
INSPECTION DURING ORDINARY BUSINESS HOURS BY THE BORROWER OR THE LENDER OR
ASSIGNEE FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE TO THE ADMINISTRATIVE
AGENT.
(C)
THE ENTRIES MADE IN THE ADMINISTRATIVE AGENT'S WRITTEN OR
ELECTRONIC RECORDS AND THE FOREGOING ACCOUNTS SHALL BE PRIMA FACIE EVIDENCE OF
THE EXISTENCE AND AMOUNTS OF THE INDEBTEDNESS OF THE BORROWER THEREIN RECORDED;
PROVIDED, HOWEVER, THAT THE FAILURE OF THE LENDER OR THE ADMINISTRATIVE AGENT TO
MAINTAIN ANY SUCH ACCOUNT OR SUCH RECORDS, AS APPLICABLE, OR ANY ERROR THEREIN,
SHALL NOT IN ANY MANNER AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OBLIGATION
OF THE BORROWER TO REPAY ANY AMOUNT OF THE LOAN ACTUALLY MADE BY THE LENDER IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(D)
THE BORROWER'S OBLIGATIONS