RECORDS SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE
AND AMOUNTS OF THE OBLIGATIONS OF THE BORROWERS 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 JOINT AND SEVERAL OBLIGATION OF THE BORROWERS 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, EACH 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 BORROWERS 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, THE BORROWERS, JOINTLY AND SEVERALLY,
SHALL ALSO PAY ALL AMOUNTS REQUIRED PURSUANT TO SECTION 2.18.
EACH PARTIAL
PREPAYMENT OF ANY LOAN (OTHER THAN A SWINGLINE LOAN) SHALL BE IN AN AMOUNT THAT
WOULD BE PERMITTED IN THE CASE OF AN ADVANCE OF A REVOLVING BORROWING OF THE
SAME TYPE PURSUANT TO SECTION 2.3 OR IN THE CASE OF A SWINGLINE LOAN PURSUANT TO
SECTION 2.4.
EACH PREPAYMENT OF A BORROWING SHALL BE APPLIED RATABLY TO THE
LOANS COMPRISING SUCH BORROWING.
31
SECTION 2.11.
MANDATORY PREPAYMENTS.
(A)
PROMPTLY UPON, AND IN ANY EVENT WITHIN TWO BUSINESS DAYS OF,
RECEIPT BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES OF PROCEEDS OF ANY SALE OR
DISPOSITION BY SUCH BORROWER OR SUCH SUBSIDIARY OF ANY OF ITS ASSETS (EXCLUDING
(I)