(I) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT
OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING LOAN MADE TO
SUCH
BORROWER ON THE MATURITY DATE IN THE CURRENCY OF SUCH LOAN AND (II) IN THE
CASE OF THE COMPANY, TO THE SWINGLINE LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF
EACH SWINGLINE LOAN ON THE EARLIER OF THE MATURITY DATE AND THE FIRST DATE AFTER
SUCH SWINGLINE LOAN IS MADE THAT IS THE 15TH OR LAST DAY OF A CALENDAR MONTH AND
IS AT LEAST TWO BUSINESS DAYS AFTER SUCH SWINGLINE LOAN IS MADE; PROVIDED THAT
ON EACH DATE THAT A REVOLVING BORROWING IS MADE, THE COMPANY SHALL REPAY ALL
SWINGLINE LOANS THEN OUTSTANDING.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF EACH 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.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT SHALL RECORD
(I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS, AGREED CURRENCY AND TYPE
THEREOF AND THE INTEREST
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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; 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 ANY BORROWER TO REPAY THE LOANS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT TO ANY BORROWER BE EVIDENCED
BY A PROMISSORY NOTE.
IN SUCH EVENT, THE RELEVANT 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 (IN ITS GOOD FAITH,
REASONABLE JUDGMENT).
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 ANY SUCH PROMISSORY NOTE
IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
SECTION 2.11.
PREPAYMENT OF LOANS.
(A)
ANY 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 THE PROVISIONS OF THIS SECTION 2.11(A).
THE APPLICABLE BORROWER, OR THE