ACCOUNT") ON ITS BOOKS TO RECORD THE TERM
LOANS AND ANY OTHER EXTENSIONS OF CREDIT MADE BY LENDERS HEREUNDER, AND ALL
PAYMENTS THEREON MADE BY BORROWER.
THE ENTRIES MADE IN SUCH ACCOUNTS SHALL, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE
AND AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN; PROVIDED, HOWEVER, THAT NO
ERROR IN SUCH ACCOUNT AND NO FAILURE OF ANY LENDER OR AGENT TO MAINTAIN ANY SUCH
ACCOUNT SHALL AFFECT THE OBLIGATIONS OF BORROWER TO REPAY THE OBLIGATIONS IN
ACCORDANCE WITH THEIR TERMS.
(G)
PAYMENT OF EXPENSES.
AGENT IS AUTHORIZED TO, AND AT ITS SOLE
ELECTION MAY, DEBIT FUNDS FROM BORROWER'S OPERATING ACCOUNT SPECIFIED ON THE EPS
SETUP FORM (AS DEFINED BELOW) TO PAY ALL FEES, EXPENSES, COSTS AND INTEREST
OWING BY BORROWER UNDER THIS AGREEMENT OR ANY OF THE OTHER DEBT DOCUMENTS IF AND
TO THE EXTENT BORROWER FAILS TO PROMPTLY PAY ANY SUCH AMOUNTS AS
5
CONFIDENTIAL INFORMATION, INDICATED BY [***], HAS BEEN OMITTED FROM THIS FILING
AND FILED SEPARATELY WITH THE SECURITIES EXCHANGE COMMISSION
AND WHEN DUE; PROVIDED, HOWEVER, THAT UNLESS A DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, AGENT MAY ONLY EXERCISE ITS RIGHTS UNDER THIS
SECTION 2.3(G) WITH RESPECT TO FEES, EXPENSES AND COSTS (1) FIVE DAYS AFTER
AGENT HAS DELIVERED NOTICE OF SUCH FEES, EXPENSES AND COSTS TO BORROWER AND
(2) [***].
(H)
APPLICATION OF PAYMENTS.
ALL PAYMENTS AND PREPAYMENTS APPLIED TO A
PARTICULAR TERM LOAN IN ACCORDANCE WITH THIS AGREEMENT SHALL BE APPLIED RATABLY
TO THE PORTION THEREOF HELD BY EACH LENDER AS DETERMINED BY ITS PRO RATA SHARE
OF SUCH TERM LOAN.
AS TO ALL PAYMENTS MADE WHEN AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BORROWER HEREBY IRREVOCABLY WAIVES THE RIGHT TO
DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS RECEIVED FROM OR ON BEHALF OF
BORROWER, AND BORROWER HEREBY IRREVOCABLY AGREES THAT AGENT SHALL HAVE THE
CONTINUING EXCLUSIVE RIGHT (IN ACCORDANCE WITH SECTION 8.4) TO APPLY ANY AND ALL
SUCH PAYMENTS AGAINST THE OBLIGATIONS AS AGENT MAY DEEM ADVISABLE
NOTWITHSTANDING ANY PREVIOUS ENTRY BY AGENT IN THE LOAN ACCOUNT OR ANY OTHER
BOOKS AND RECORDS.
2.4.
PREPAYMENTS.
BORROWER CAN VOLUNTARILY PREPAY, UPON FIVE (5) BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO AGENT, ANY TERM LOAN IN FULL, BUT NOT IN PART.
UPON THE DATE OF (A) ANY VOLUNTARY PREPAYMENT OF A TERM LOAN IN ACCORDANCE WITH
THE IMMEDIATELY PRECEDING SENTENCE OR (B) ANY MANDATORY PREPAYMENT OF A TERM
LOAN REQUIRED UNDER THIS AGREEMENT (WHETHER BY ACCELERATION OF THE OBLIGATIONS
PURSUANT TO SECTION 8.2 OR OTHERWISE), BORROWER SHALL PAY TO AGENT, FOR THE
RATABLE BENEFIT OF THE LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES, A SUM
EQUAL TO (I) ALL OUTSTANDING PRINCIPAL PLUS ACCRUED INTEREST WITH RESPECT TO
SUCH TERM LOAN, AND (II) A PREPAYMENT PREMIUM (AS YIELD MAINTENANCE FOR THE LOSS
OF A BARGAIN AND NOT AS A PENALTY) EQUAL TO: (A) 5% ON SUCH PREPAYMENT AMOUNT,
IF SUCH PREPAYMENT IS MADE BEFORE THE FIRST DAY OF THE