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 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 EACH
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.
(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 ABSENT MANIFEST ERROR;
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 BE EVIDENCED BY A
PROMISSORY NOTE.
IN SUCH EVENT, THE BORROWERS SHALL PREPARE, EXECUTE AND
DELIVER TO SUCH LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER
(OR, IF REQUESTED BY SUCH LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS) AND
IN A FORM APPROVED BY THE ADMINISTRATIVE AGENT.
THEREAFTER, THE LOANS EVIDENCED
BY SUCH PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER
ASSIGNMENT PURSUANT TO SECTION 9.04) 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 2.11.
PREPAYMENT OF LOANS.
(A)
EACH 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 APPLICABLE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT (AND, IN THE CASE OF PREPAYMENT OF A SWINGLINE LOAN, THE SWINGLINE LENDER)
BY TELEPHONE (CONFIRMED BY TELECOPY) OF ANY PREPAYMENT HEREUNDER (I) IN THE CASE
OF PREPAYMENT OF A EURODOLLAR REVOLVING BORROWING, NOT LATER THAN 11:00 A.M.,
EASTERN TIME, THREE BUSINESS DAYS BEFORE THE DATE OF PREPAYMENT, (II) IN THE
CASE OF PREPAYMENT OF AN ABR REVOLVING BORROWING, NOT LATER THAN 11:00 A.M.,
EASTERN TIME, ONE BUSINESS DAY BEFORE THE DATE OF PREPAYMENT OR (III) IN THE
CASE OF PREPAYMENT OF A SWINGLINE LOAN, NOT LATER THAN 12:00 NOON, EASTERN TIME,
ON THE DATE OF PREPAYMENT.
EACH SUCH NOTICE SHALL BE IRREVOCABLE AND SHALL
SPECIFY THE PREPAYMENT DATE AND THE PRINCIPAL AMOUNT OF EACH BORROWING OR
PORTION THEREOF TO BE PREPAID; PROVIDED THAT, IF A NOTICE OF PREPAYMENT IS GIVEN
IN CONNECTION WITH A CONDITIONAL NOTICE OF TERMINATION OF THE COMMITMENTS AS
CONTEMPLATED BY SECTION 2.09, THEN SUCH NOTICE OF PREPAYMENT MAY BE REVOKED IF
SUCH NOTICE OF