TOTAL L/C
EXPOSURE, PROVIDED THAT SUCH PREPAYMENTS SHALL BE APPLIED IN A MANNER THAT
MINIMIZES PAYMENTS DUE PURSUANT TO SECTION 2.16.
(C)
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 OR B/A ACCEPTED BY SUCH LENDER, INCLUDING THE
AMOUNTS OF PRINCIPAL AND INTEREST AND AMOUNTS IN RESPECT OF B/AS 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 CURRENCY THEREOF, THE CLASS AND
TYPE THEREOF AND THE INTEREST PERIOD (IF ANY) APPLICABLE THERETO, (II) THE
AMOUNT OF EACH B/A AND THE CONTRACT PERIOD APPLICABLE THERETO, (III) THE AMOUNT
OF ANY PRINCIPAL, INTEREST DUE OR OTHER AMOUNT DUE AND PAYABLE OR TO BECOME DUE
AND PAYABLE FROM EACH BORROWER TO EACH LENDER HEREUNDER AND (IV) 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 2.10 SHALL BE, ABSENT MANIFEST ERROR, 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 OR AMOUNTS OWING IN RESPECT OF B/A DRAWINGS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(F)
ANY LENDER MAY REQUEST THAT LOANS OF ANY CLASS MADE BY IT BE EVIDENCED BY A
PROMISSORY NOTE.
IN SUCH EVENT, THE APPLICABLE 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 UNLESS THE APPLICABLE BORROWER
SHALL HAVE ALREADY DELIVERED A NOTE REPRESENTING SUCH LOANS, IN WHICH CASE THE
APPLICABLE BORROWER SHALL HAVE THE RIGHT TO HAVE SUCH NOTE RETURNED TO IT PRIOR
TO DELIVERING A NEW NOTE.
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.
PREPAYMENTS.
(A)
EACH BORROWER SHALL HAVE THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO PREPAY ANY BORROWING OR AMOUNT OWED IN RESPECT OF
OUTSTANDING B/AS, IN WHOLE OR IN PART, WITHOUT PREMIUM OR PENALTY (BUT SUBJECT
TO SECTION 2.16), SUBJECT TO THE REQUIREMENTS OF THIS SECTION 2.11, PROVIDED
THAT NO TERM BORROWING SHALL BE PREPAID UNLESS, AT THE TIME OF AND IMMEDIATELY
AFTER GIVING EFFECT TO SUCH PREPAYMENT, (I) NO DEFAULT