BUSINESS DAYS.
(C)
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
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BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID
TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(D)
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 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.
(E)
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 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.
(F)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT BE EVIDENCED BY A PROMISSORY
NOTE.
IN SUCH EVENT, THE BORROWER 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)
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 (F) OF THIS SECTION.
(B)
EXCEPT FOR OVERADVANCES PERMITTED UNDER SECTION 2.05, IN THE EVENT AND ON
SUCH OCCASION THAT THE TOTAL REVOLVING EXPOSURE EXCEEDS (THE AMOUNT OF SUCH
EXCESS, THE "EXCESS") THE LESSER OF (A) THE AGGREGATE COMMITMENT OR (B) THE
BORROWING BASE, THE BORROWER SHALL PREPAY THE REVOLVING LOANS, LC EXPOSURE
AND/OR SWINGLINE LOANS IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS.
IF SUCH
EXCESS IS SUBSEQUENTLY REDUCED AND NO DEFAULT IS CONTINUING, ANY SUCH CASH
COLLATERAL SO PROVIDED BY THE BORROWER SHALL BE RETURNED TO THE BORROWER (IN AN
AMOUNT EQUAL TO THE LESSER OF (I) ANY SUCH REDUCTION IN THE EXCESS AND (II) THE
AMOUNT OF SUCH CASH COLLATERAL) WITHIN THREE (3) BUSINESS DAYS AFTER SUCH
REDUCTION.
(C)
IN THE EVENT AND ON EACH OCCASION THAT ANY NET PROCEEDS ARE RECEIVED BY OR