demand by Lender.
(B)
LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS
USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF BORROWER TO
LENDER RESULTING FROM EACH LOAN MADE BY LENDER, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO LENDER FROM TIME TO TIME HEREUNDER.
(C)
LENDER SHALL MAINTAIN ACCOUNTS IN WHICH IT
SHALL RECORD (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE INTEREST RATE
APPLICABLE THERETO AND THE INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT
OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM
BORROWER TO LENDER HEREUNDER AND (III) THE AMOUNT OF ANY SUM RECEIVED BY LENDER
HEREUNDER.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED
PURSUANT TO PARAGRAPH (C) OR (D) OF THIS SECTION SHALL BE PRIMA FACIE EVIDENCE
OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN; PROVIDED THAT
THE FAILURE OF LENDER TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR THEREIN SHALL NOT
IN ANY MANNER AFFECT THE OBLIGATION OF BORROWER TO REPAY THE LOANS IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.
(E)
LENDER MAY REQUEST THAT LOANS MADE BY IT BE
EVIDENCED BY A PROMISSORY NOTE.
IN SUCH EVENT, BORROWER SHALL PREPARE, EXECUTE
AND DELIVER TO LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF LENDER (OR, IF
REQUESTED BY LENDER, TO LENDER AND ITS REGISTERED ASSIGNS) AND IN A FORM
APPROVED BY LENDER.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY NOTE AND
INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO
SECTION 8.04) BE REPRESENTED BY ONE OR MORE PROMISSORY NOTES IN SUCH FORM
PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN (OR, IF SUCH PROMISSORY NOTE IS
A REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
SECTION 2.10.
Prepayment of Loans.
(a)
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 (e) of this Section.
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(B)
IN THE EVENT AND ON SUCH OCCASION THAT THE
REVOLVING EXPOSURE EXCEEDS THE LESSER OF (A) THE REVOLVING COMMITMENT OR (B) THE
BORROWING BASE, BORROWER SHALL PREPAY THE REVOLVING LOANS AND LC EXPOSURE IN AN
AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
(C)
IN THE EVENT AND ON EACH OCCASION THAT ANY
NET PROCEEDS ARE RECEIVED BY OR ON BEHALF OF BORROWER IN RESPECT OF ANY
PREPAYMENT EVENT, BORROWER SHALL, IMMEDIATELY AFTER SUCH NET PROCEEDS ARE
RECEIVED BY BORROWER, PREPAY THE OBLIGATIONS AS SET FORTH IN
SECTION 2.10(D) BELOW IN AN AGGREGATE AMOUNT EQUAL TO 100% OF SUCH NET PROCEEDS,
PROVIDED THAT, IN THE CASE OF ANY EVENT DESCRIBED IN CLAUSE (A) OR (B) OF THE
DEFINITION OF THE TERM "PREPAYMENT EVENT", IF BORROWER SHALL DELIVER TO LENDER A
CERTIFICATE OF A FINANCIAL OFFICER TO THE EFFECT THAT BORROWER INTENDS TO APPLY
THE NET PROCEEDS FROM SUCH EVENT (OR A PORTION THEREOF SPECIFIED IN SUCH
CERTIFICATE), WITHIN 120 DAYS AFTER RECEIPT OF SUCH NET PROCEEDS, TO ACQUIRE (OR
REPLACE