by the Borrower on the Maturity Date.
(B) AT ALL TIMES THAT CASH DOMINION IS IN EFFECT PURSUANT TO SECTION 7.1 OF THE
SECURITY AGREEMENT, EACH BUSINESS DAY, AT OR BEFORE 11:00 A.M., CHICAGO TIME,
THE ADMINISTRATIVE AGENT SHALL APPLY ALL IMMEDIATELY AVAILABLE FUNDS CREDITED TO
THE COLLECTION ACCOUNT FIRST TO PREPAY ANY PROTECTIVE ADVANCES THAT MAY BE
OUTSTANDING, PRO RATA, AND SECOND TO PREPAY THE REVOLVING LOANS (INCLUDING SWING
LINE LOANS).
(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 BY SUCH LENDER, INCLUDING THE AMOUNTS OF PRINCIPAL AND
INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
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(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 AND THE BORROWER IN THEIR REASONABLE
DISCRETION.
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) EXCEPT TO THE
EXTENT THAT ANY SUCH LENDER SUBSEQUENTLY RETURNS ANY SUCH PROMISSORY NOTE FOR
CANCELLATION AND REQUESTS THAT SUCH LOANS ONCE AGAIN BE EVIDENCED AS DESCRIBED
IN PARAGRAPHS (C) AND (D) ABOVE.
Section 2.12
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 (d) of this Section.
(B) (I)
THE BORROWER SHALL IMMEDIATELY REPAY THE REVOLVING LOANS, LC EXPOSURE
AND/OR SWINGLINE LOANS IF AT ANY TIME THE TOTAL REVOLVING CREDIT