APPROPRIATE RECORDS EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO SUCH LENDER
RESULTING FROM EACH LOAN MADE BY SUCH LENDER FROM TIME TO TIME, INCLUDING THE
AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE THEREON AND PAID TO SUCH LENDER FROM
TIME TO TIME UNDER THIS AGREEMENT. THE ADMINISTRATIVE AGENT SHALL MAINTAIN
APPROPRIATE RECORDS IN WHICH SHALL BE RECORDED (I) THE REVOLVING COMMITMENT AND
THE TERM LOAN 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 2.8, (IV) THE DATE OF EACH CONVERSION OF ALL OR A PORTION THEREOF TO
ANOTHER TYPE PURSUANT TO SECTION 2.8, (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, ABSENT MANIFEST ERROR;
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,
AS APPLICABLE, A REVOLVING CREDIT NOTE, A TERM LOAN NOTE AND, IN THE CASE OF THE
SWINGLINE LENDER ONLY, A SWINGLINE NOTE, PAYABLE TO THE ORDER OF SUCH LENDER.
SECTION 2.12.
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,
30
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 THREE (3)
BUSINESS DAYS PRIOR TO ANY SUCH PREPAYMENT, (II) IN THE CASE OF ANY PREPAYMENT
OF ANY BASE RATE BORROWING OR AN INDEX RATE BORROWING, ON THE BUSINESS DAY 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, PROVIDED THAT NO NOTICE
SHALL BE REQUIRED FOR THE PREPAYMENT OF ANY CASH MANAGEMENT SWINGLINE LOANS.
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