TO SUCH LENDER
RESULTING FROM EACH LOAN MADE 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 CURRENCY AND AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS AND
TYPE THEREOF AND THE INTEREST PERIOD 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 FOR THE ACCOUNT OF THE LENDERS AND EACH
LENDER'S SHARE THEREOF.
37
(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 BORROWERS
TO REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT TO ANY 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 SUCH LENDER AND
ITS REGISTERED ASSIGNS AND IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT AND
THE BORROWER.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY NOTE AND
INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO
SECTION 12.04) BE REPRESENTED BY ONE OR MORE PROMISSORY NOTES IN SUCH FORM
PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN AND ITS REGISTERED ASSIGNS.
SECTION 2.10.
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,
SUBJECT TO PRIOR NOTICE IN ACCORDANCE WITH PARAGRAPH (B) OF THIS SECTION.
(B)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT (AND, IN THE
CASE OF PREPAYMENT OF A SWINGLINE LOAN, THE APPLICABLE SWINGLINE LENDER) BY
TELEPHONE (CONFIRMED BY FACSIMILE) OF ANY PREPAYMENT HEREUNDER (I) IN THE CASE
OF PREPAYMENT OF A EURO-DOLLAR BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK
CITY TIME, THREE EURO-DOLLAR BUSINESS DAYS BEFORE THE DATE OF PREPAYMENT, (II)
IN THE CASE OF PREPAYMENT OF AN ALTERNATIVE CURRENCY BORROWING, TO ITS LONDON
OFFICE NOT LATER THAN 11:00 A.M. LONDON TIME THREE EURO-CURRENCY BUSINESS DAYS
BEFORE THE DATE OF PREPAYMENT, (III) IN THE CASE OF PREPAYMENT OF AN ABR
REVOLVING BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, ONE DOMESTIC
BUSINESS DAY BEFORE THE DATE OF PREPAYMENT OR (IV) IN THE CASE OF PREPAYMENT OF
A SWINGLINE LOAN, NOT LATER THAN 12:00 NOON, NEW YORK CITY TIME (LONDON TIME IF
SUCH SWINGLINE LOAN IS DENOMINATED IN ALTERNATIVE CURRENCIES OR MADE TO A
BORROWER OTHER THAN THE COMPANY), ON THE DATE OF PREPAYMENT.
EACH SUCH NOTICE
SHALL BE IRREVOCABLE AND SHALL