Common use of Loan Accounts Notes Clause in Contracts

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more accounts or records maintained by such Lender or Issuing Lender, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuing Lender and each Lender shall be presumed correct absent manifest error of the amount of the Loans made by the Lenders to the applicable Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Upon the request of any Lender made through the Agent, the Loans made by such Lender may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the applicable Borrower hereunder or under any such Note to such Lender. (c) On the Closing Date, the Company shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-1 hereto, the Mexican Borrower shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-2 hereto, the Canadian Borrower shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note in the form of Exhibit G-3 hereto, and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the Company.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuing Lender, as and by the case may be, Administrative Agent in the ordinary course of business. The loan accounts or records maintained by the Administrative Agent shall, in the event of any discrepancy between the entries in the Administrative Agent’s books and any Lender’s books relating to such loan accounts, the Issuing Lender and each Lender be controlling and, absent manifest error, shall be presumed correct absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the applicable Borrower Borrower, the principal and the Letters interest payments thereon and any other amounts owing in respect of Credit Issued for the account this Agreement or any of the Company, and the interest and payments thereonother Loan Documents. Any failure so to record make a notation in any such loan account or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Upon the request of any Lender made through the Agent, the Loans made by such Lender may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations Obligations of the applicable Borrower hereunder or under to pay any such Note amounts owing with respect to such Lenderthe Loans. (cb) On the Closing DateIf requested by any Lender, the Company Borrower shall execute and deliver to such Lender (and deliver a copy thereof to the Administrative Agent) one or more promissory notes evidencing the Loans owing to such Lender pursuant to this Agreement. Each such note evidencing Term B Loans shall be in favor of each Lender a substitute and amended Note or substantially in the form of Exhibit G-1 heretoA (as amended, the Mexican Borrower endorsed, replaced or otherwise modified from time to time, a “Term B Note”). Each such note evidencing Revolving Loans shall execute and deliver be in favor of each Lender a substitute and amended Note or substantially in the form of Exhibit G-2 heretoB (as amended, the Canadian Borrower endorsed, replaced or otherwise modified from time to time, a “Revolving Credit Note”). Each such note evidencing Delayed Draw Term Loans shall execute and deliver be in favor of the Canadian Revolving Lender a substitute and amended Note or substantially in the form of Exhibit G-3 heretoC (as amended, and the Company endorsed, replaced or otherwise modified from time to time, a “Delayed Draw Term Note”). Each such note evidencing Incremental Loans shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note be substantially in the form of Exhibit G-4 hereto. Each the Revolving Credit Notes or the Term B Notes with such substitute and amended Note conforming changes thereto as shall replace the respective Notes held be specified by the Lenders prior Administrative Agent (as amended, endorsed, replaced or otherwise modified from time to the Closing Date pursuant to the Existing Credit Agreementtime, an “Incremental Loan Note”). Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation All of the indebtedness theretofore evidenced by such previous NotesNotes shall be entitled to all of the rights and benefits of this Agreement, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder the other Loan Documents and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the CompanyCollateral.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuing Lender, as and by the case may be, Administrative Agent in the ordinary course of business. The loan accounts or records maintained by the Administrative Agent shall, in the event of any discrepancy between the entries in the Administrative Agent's books and any Lender's books relating to such loan accounts, the Issuing Lender and each Lender be controlling and, absent manifest error, shall be presumed correct absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the applicable Borrower Borrower, the principal and the Letters interest payments thereon and any other amounts owing in respect of Credit Issued for the account this Agreement or any of the Company, and the interest and payments thereonother Loan Documents. Any failure so to record make a notation in any such loan account or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Upon the request of any Lender made through the Agent, the Loans made by such Lender may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations Obligations of the applicable Borrower hereunder or under to pay any such Note amounts owing with respect to such Lenderthe Loans. (cb) On the Closing DateIf requested by any Lender, the Company Borrower shall execute and deliver to such Lender (and deliver a copy thereof to the Administrative Agent) one or more promissory notes evidencing the Loans owing to such Lender pursuant to this Agreement. Each such note evidencing Term Loans shall be in favor of each Lender a substitute and amended Note or substantially in the form of Exhibit G-1 heretoA (as amended, the Mexican Borrower endorsed, replaced or otherwise modified from time to time, a "TERM NOTE"). Each such note evidencing Revolving Credit Loans shall execute and deliver be in favor of each Lender a substitute and amended Note or substantially in the form of Exhibit G-2 heretoB (as amended, the Canadian Borrower endorsed, replaced or otherwise modified from time to time, a "REVOLVING CREDIT NOTE". Each such note evidencing Incremental Loans shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note be substantially in the form of Exhibit G-3 heretoB with such conforming changes thereto as shall be specified by the Administrative Agent (as amended, endorsed, replaced or otherwise modified from time to time, an "INCREMENTAL LOAN NOTE"). All of the Notes shall be entitled to all of the rights and benefits of this Agreement, the other Loan Documents and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the CompanyCollateral.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuing Lender, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuing Lender Agent and each Lender shall be presumed correct conclusive absent manifest error of the amount of the Loans made by the Lenders to the applicable Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or Loans. In case of a discrepancy between the entries in the Agent's books and any Letter of CreditLender's books, the Agent's books shall be conclusive absent manifest error. (b) Upon the request of any Lender made through the Agent, the Facility A Loans made by such Lender may shall be evidenced by one or more a single promissory note of the Borrower in substantially the form of Exhibit A-1 ----------- hereto (each, a "Facility A Note" and collectively, the "Facility A --------------- ---------- Notes"), instead of or in addition to loan accounts. Each Facility A Note shall be dated the ----- Effective Date, shall be payable to the order of such Lender in a principal amount equal to such Lender's Facility A Commitment as originally in effect, and shall otherwise be duly completed. The Notes shall be payable as provided in Article III. ----------- (c) Upon the request of any Lender made through the Agent, the Facility B Loans made by such Lender shall record be evidenced by a single promissory note of the Borrower in substantially the form of Exhibit A-2 ----------- hereto (each, a "Facility B Note" and collectively, the "Facility B --------------- ---------- Notes"), instead of loan accounts. Each Facility B Note shall be dated the ----- Effective Date, shall be payable to the order of such Lender in a principal amount equal to such Lender's Facility B Commitment as originally in effect, and shall otherwise be duly completed. The Notes shall be payable as provided in Article III. ----------- (d) Each Lender shall enter on the schedules annexed a schedule attached to its Note(s) the date, amount and maturity of Notes a notation with respect to each Loan made by it hereunder of: (i) the date and the principal amount and Applicable Currency of thereof, (ii) each payment and prepayment of principal made by thereof, (iii) whether the applicable Borrower interest rate is initially to be determined in accordance with respect theretoSection 3.2.1(a) or Section 3.2.1(b), and (iv) the Interest ---------------- ---------------- Period, if applicable. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record Such notations shall be presumed correct conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of a any Lender to make, or an error in making, make a notation thereon with respect on the schedule to any Loan its Note as aforesaid shall not limit or otherwise affect the obligations obligation of the applicable Borrower hereunder or under any such Note to such Lender. (c) On repay the Closing Date, the Company shall execute and deliver Loans in favor of each Lender a substitute and amended Note in the form of Exhibit G-1 hereto, the Mexican Borrower shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-2 hereto, the Canadian Borrower shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note in the form of Exhibit G-3 hereto, and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the accordance with their respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions terms as set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the Companyherein.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuing Lender, as and by the case may be, Administrative Agent in the ordinary course of business. The loan accounts or records maintained by the Administrative Agent shall, in the event of any discrepancy between the entries in the Administrative Agent's books and any Lender's books relating to such loan accounts, the Issuing Lender and each Lender be controlling and, absent manifest error, shall be presumed correct absent manifest error prima facie evidence of the amount of the Loans made by the Lenders to the applicable Borrower Borrower, the principal and the Letters interest payments thereon and any other amounts owing in respect of Credit Issued for the account this Agreement or any of the Company, and the interest and payments thereonother Loan Documents. Any failure so to record make a notation in any such loan account or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. (b) Upon the request of any Lender made through the Agent, the Loans made by such Lender may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations Obligations of the applicable Borrower hereunder or under to pay any such Note amounts owing with respect to such Lenderthe Loans. (cb) On the Closing DateIf requested by any Lender, the Company shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-1 hereto, the Mexican Borrower shall execute and deliver to such Lender (and deliver a copy thereof to the Administrative Agent) one or more promissory notes evidencing the Loans owing to such Lender pursuant to this Agreement. Each such note evidencing Revolving Credit Loans shall be in favor of each Lender a substitute and amended Note or substantially in the form of Exhibit G-2 heretoEXHIBIT A (as amended, the Canadian Borrower endorsed, replaced or otherwise modified from time to time, a "REVOLVING CREDIT NOTE". Each such note evidencing Incremental Loans shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note be substantially in the form of Exhibit G-3 heretoEXHIBIT B with such conforming changes thereto as shall be specified by the Administrative Agent (as amended, endorsed, replaced or otherwise modified from time to time, an "INCREMENTAL LOAN NOTE"). All of the Notes shall be entitled to all of the rights and benefits of this Agreement, the other Loan Documents and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the CompanyCollateral.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more loan accounts or records maintained by such Lender or Issuing Lender, as the case may be, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuing Lender Agent and each Lender shall be presumed correct conclusive absent manifest error of the amount of the Loans made by the Lenders to the applicable Borrower and the Letters of Credit Issued for the account of the Company, Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or Loans. In case of a discrepancy between the entries in the Agent's books and any Letter of CreditLender's books, the Agent's books shall be conclusive absent manifest error. (b) Upon the request of any Lender made through the Agent, the Facility A Loans made by such Lender may shall be evidenced by one or more a single promissory note of the Borrower in substantially the form of Exhibit ------- A-1 hereto (each, a "Facility A Note" and collectively, the "Facility A --- --------------- ---------- Notes"), instead of or in addition to loan accounts. Each Facility A Note shall be dated ----- the Effective Date, shall be payable to the order of such Lender shall record on the schedules annexed to its Note(s) the date, in a principal amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the applicable Borrower hereunder or under any such Note equal to such Lender.'s Facility A Commitment as originally in effect, and shall otherwise be duly completed. The Notes shall be payable as provided in Article III. ----------- (c) On Upon the Closing Daterequest of any Lender made through the Agent, the Company Facility C Loans made by such Lender shall execute and deliver be evidenced by a single promissory note of the Borrower in favor of each Lender a substitute and amended Note in substantially the form of Exhibit G-1 hereto------- A-2 hereto (each, a "Facility C Note" and collectively, the Mexican Borrower shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-2 hereto, the Canadian Borrower shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note in the form of Exhibit G-3 hereto, and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous "Facility C --- --------------- ---------- Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the Company.

Loan Accounts Notes. (a) The Loans made by each Lender and the Letters of Credit Issued by the Issuing -------------------- Lender shall be evidenced by one or more loan accounts or records maintained by the Administrative Agent and such Lender or Issuing Lender, as the case may be, in the ordinary course of businessbusiness (each a "Loan Account"). The loan accounts Loan Accounts or ------------ records maintained by the Agent, the Issuing Lender Administrative Agent and each Lender shall be presumed correct conclusive absent manifest error of the amount of the Loans made by the Lenders to the applicable Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or Loans. In case of a discrepancy between the entries in the Administrative Agent's books and any Letter Lender's books, such Lender's books shall constitute prima facie evidence of Credit. (b) Upon the request ----------- accuracy of any Lender made through the Agentinformation so recorded. Notwithstanding the foregoing, the Loans made Borrower agrees that, upon request to the Administrative Agent by any Lender, in order to evidence such Lender may be evidenced by one or more Notes, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal made by the applicable Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the applicable Borrower hereunder or under any such Note to such Lender. (c) On the Closing DateLoans, the Company shall Borrower will execute and deliver in favor of each to such Lender a substitute and amended Note promissory note substantially in the form of Exhibit G-1 hereto------- 2.01(d) (each, the Mexican Borrower shall execute as amended, supplemented, replaced or otherwise ------- modified from time to time, a "Note"), with appropriate ---- insertions therein as to payee, date and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-2 hereto, the Canadian Borrower shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note in the form of Exhibit G-3 hereto, and the Company shall execute and deliver in favor of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 heretoprincipal amount. Each such substitute and amended Note shall replace (i) be dated the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous NotesInitial Funding Date, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth (ii) be payable as provided in Section 5.01, each Lender shall deliver to 2.01(g) and (iii) provide for the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt payment -------------- of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the Company.interest in accordance with Section 2.02. ------------

Loan Accounts Notes. (a) The Loans Each Lender may 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 each Lender such Lender, including the amounts of principal and the Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more accounts or records maintained by interest payable and paid to such Lender or Issuing Lender, as from time to time hereunder. In the case may beof a Lender that does not request, in the ordinary course of business. The loan accounts or records maintained by the Agent, the Issuing Lender and each Lender shall be presumed correct absent manifest error of the amount of the Loans made by the Lenders pursuant to the applicable Borrower and the Letters of Credit Issued for the account of the Company, and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Company, Mexican Borrower or Canadian Borrower hereunder to pay any amount owing with respect to the Loans or any Letter of Credit. clause (b) Upon the request below, execution and delivery of any Lender made through the Agent, a Note evidencing the Loans made by such Lender may be evidenced by one to the Borrower, such account or more Notesaccounts shall, instead of or in addition to loan accounts. Each such Lender shall record on the schedules annexed to its Note(s) extent not inconsistent with the date, amount and maturity of each Loan made by it and the amount and Applicable Currency of each payment of principal notations made by the applicable Administrative Agent in the Register, be conclusive and binding on the Borrower with respect thereto. Each such Lender is irrevocably authorized by the applicable Borrower to make such recordations on its Note(s) and each Lender's record shall be presumed correct absent manifest error; provided, however, that the failure of a any Lender to make, maintain such account or an error in making, a notation thereon with respect to any Loan accounts shall not limit or otherwise affect the obligations any Obligations of the applicable Borrower hereunder or under any such Note other Obligor. (b) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender. , as applicable, a Note evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (cor cause to be made) On appropriate notations on the Closing Dategrid attached to such Lender's Notes (or on any continuation of such grid), which notations, if made, shall evidence, inter alia, the Company shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-1 heretodate of, the Mexican Borrower shall execute and deliver in favor of each Lender a substitute and amended Note in the form of Exhibit G-2 hereto, the Canadian Borrower shall execute and deliver in favor of the Canadian Revolving Lender a substitute and amended Note in the form of Exhibit G-3 heretooutstanding principal amount of, and the Company interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to make any such notations shall execute and deliver in favor not limit or otherwise affect any Obligations of the Swing Line Lender a substitute and amended Note in the form of Exhibit G-4 hereto. Each such substitute and amended Note shall replace the respective Notes held by the Lenders prior to the Closing Date pursuant to the Existing Credit Agreement. Such issuance of substitute and amended Notes hereunder shall not constitute Borrower or evidence a refinancing or novation of the indebtedness theretofore evidenced by such previous Notes, but merely a modification and replacement of such previous Notes. Promptly following its receipt of such substitute and amended Notes hereunder and the satisfaction of the conditions set forth in Section 5.01, each Lender shall deliver to the Agent each previous Note it held pursuant to the Existing Credit Agreement and, upon the Agent's receipt of such previous Notes, the Agent shall xxxx such Notes as "substituted and amended" and shall return each such previous Note to the Company.any other Obligor