BE RECORDED (I) THE REVOLVING COMMITMENT OF EACH LENDER, (II) THE
AMOUNT OF EACH LOAN MADE HEREUNDER BY EACH LENDER, THE CLASS AND TYPE THEREOF
AND THE INTEREST PERIOD APPLICABLE THERETO, (III) THE DATE OF EACH CONTINUATION
THEREOF PURSUANT TO SECTION 2.6, (IV) THE DATE
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OF EACH CONVERSION OF ALL OR A PORTION THEREOF TO ANOTHER TYPE PURSUANT TO
SECTION 2.6, (V) THE DATE AND AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND
PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH LENDER HEREUNDER
IN RESPECT OF SUCH LOANS AND (VI) BOTH THE DATE AND AMOUNT OF ANY SUM RECEIVED
BY THE ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER IN RESPECT OF THE LOANS
AND EACH LENDER'S PRO RATA SHARE THEREOF.
THE ENTRIES MADE IN SUCH RECORDS
SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS OF
THE BORROWER THEREIN RECORDED; PROVIDED, THAT THE FAILURE OR DELAY OF ANY LENDER
OR THE ADMINISTRATIVE AGENT IN MAINTAINING OR MAKING ENTRIES INTO ANY SUCH
RECORD OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF THE
BORROWER TO REPAY THE LOANS (BOTH PRINCIPAL AND UNPAID ACCRUED INTEREST) OF SUCH
LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(B)
AT THE REQUEST OF ANY LENDER (INCLUDING THE
SWINGLINE LENDER) AT ANY TIME, THE BORROWER AGREES THAT IT WILL EXECUTE AND
DELIVER TO SUCH LENDER A REVOLVING CREDIT NOTE AND, IN THE CASE OF THE SWINGLINE
LENDER ONLY, A SWINGLINE NOTE, PAYABLE TO THE ORDER OF SUCH LENDER.
SECTION 2.10.
OPTIONAL PREPAYMENTS.
THE BORROWER SHALL
HAVE THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING, IN
WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY, BY GIVING IRREVOCABLE WRITTEN
NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) TO THE
ADMINISTRATIVE AGENT NO LATER THAN (I) IN THE CASE OF PREPAYMENT OF ANY
EURODOLLAR BORROWING, 11:00 A.M. (NEW YORK TIME)
NOT LESS THAN TWO (2) BUSINESS
DAYS PRIOR TO ANY SUCH PREPAYMENT, (II) IN THE CASE OF ANY PREPAYMENT OF ANY
BASE RATE BORROWING, NOT LESS THAN ONE BUSINESS DAY PRIOR TO THE DATE OF SUCH
PREPAYMENT, AND (III) IN THE CASE OF SWINGLINE BORROWINGS, PRIOR TO 11:00 A.M.
(NEW YORK TIME) ON THE DATE OF SUCH PREPAYMENT.
EACH SUCH NOTICE SHALL BE
IRREVOCABLE AND SHALL SPECIFY THE PROPOSED DATE OF SUCH PREPAYMENT AND THE
PRINCIPAL AMOUNT OF EACH BORROWING OR PORTION THEREOF TO BE PREPAID.
UPON
RECEIPT OF ANY SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH
AFFECTED LENDER OF THE CONTENTS THEREOF AND OF SUCH LENDER'S PRO RATA SHARE OF
ANY SUCH PREPAYMENT.
IF SUCH NOTICE IS GIVEN, THE AGGREGATE AMOUNT SPECIFIED IN
SUCH NOTICE SHALL BE DUE AND PAYABLE ON THE DATE DESIGNATED IN SUCH NOTICE,
TOGETHER WITH ACCRUED INTEREST TO SUCH DATE ON THE AMOUNT SO PREPAID IN
ACCORDANCE WITH SECTION 2.12(D); PROVIDED, THAT IF A EURODOLLAR BORROWING IS
PREPAID ON A DATE OTHER THAN THE LAST DAY OF AN INTEREST PERIOD APPLICABLE
THERETO,