OF REPAYMENT OR PREPAYMENT IS GIVEN IN CONNECTION WITH A
CONDITIONAL NOTICE OF TERMINATION OF THE COMMITMENTS AS CONTEMPLATED BY
SECTION 1.7, THEN SUCH NOTICE OF REPAYMENT OR PREPAYMENT MAY BE REVOKED IF SUCH
NOTICE OF TERMINATION IS REVOKED IN ACCORDANCE WITH SECTION 1.7.
PROMPTLY
FOLLOWING RECEIPT OF ANY SUCH NOTICE RELATING TO A BORROWING, THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH REPAYMENT OR
PREPAYMENT OF A BORROWING SHALL BE APPLIED RATABLY TO THE LOANS INCLUDED IN THE
REPAID OR PREPAID BORROWING.
REPAYMENTS AND PREPAYMENTS SHALL BE ACCOMPANIED BY
(A) ACCRUED INTEREST TO THE EXTENT REQUIRED BY SECTION 1.10 AND (B) ANY
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PAYMENTS DUE PURSUANT TO SECTION 2.9.
IF THE BORROWER FAILS TO MAKE A TIMELY
SELECTION OF THE BORROWING OR BORROWINGS TO BE REPAID OR PREPAID, SUCH PAYMENT
SHALL BE APPLIED, FIRST, TO PAY ANY OUTSTANDING BASE RATE BORROWINGS AND,
SECOND, TO OTHER BORROWINGS IN THE ORDER OF THE REMAINING DURATION OF THEIR
RESPECTIVE INTEREST PERIODS (THE BORROWING WITH THE SHORTEST REMAINING INTEREST
PERIOD TO BE REPAID FIRST).
(3)
MAINTENANCE OF LOAN ACCOUNTS BY LENDERS.
EACH LENDER SHALL
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
SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO
SUCH LENDER FROM TIME TO TIME HEREUNDER.
(4)
MAINTENANCE OF LOAN ACCOUNTS BY THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD (I) THE
AMOUNT OF EACH LOAN MADE HEREUNDER, THE 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.
(5)
EFFECT OF ENTRIES.
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED
PURSUANT TO SECTIONS 1.8 (3) AND (4) ABOVE 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 BORROWER
TO REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(6)
PROMISSORY NOTES.
UPON THE REQUEST OF A LENDER, THE BORROWER
SHALL PROMPTLY EXECUTE AND DELIVER TO SUCH LENDER A NOTE EVIDENCING SUCH
LENDER'S COMMITMENT.
1.9.
Optional Prepayment of Loans.
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 the requirements of this Section; provided, however, that voluntary
prepayments (other than a prepayment in whole) shall be in the minimum amount of
$1,000,000 and integral multiples of $100,000 in excess thereof.
1.10.
Interest.
(1)
BASE RATE LOANS.
THE LOANS COMPRISING EACH BASE RATE BORROWING
SHALL BEAR INTEREST AT A RATE PER