PAID TO SUCH LENDER FROM TIME TO TIME HEREUNDER.
(D) THE 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 (IF
ANY) APPLICABLE THERETO,
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(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 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
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 SUCH LENDER AND ITS REGISTERED ASSIGNS AND
IN SUBSTANTIALLY THE FORM OF EXHIBIT G HERETO.
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 PAYEE NAMED THEREIN AND ITS REGISTERED
ASSIGNS.
SECTION 2.11. PREPAYMENT OF LOANS.
(A)
UPON PRIOR NOTICE IN ACCORDANCE WITH
PARAGRAPH (C) OF THIS SECTION, 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 (BUT SUBJECT TO SECTION 2.16).
(B) EXCEPT FOR PROTECTIVE ADVANCES PERMITTED UNDER SECTION 2.04, IN THE EVENT
AND ON EACH BUSINESS DAY ON WHICH THE TOTAL REVOLVING EXPOSURE EXCEEDS THE
LESSER OF (I) THE AGGREGATE COMMITMENTS AND (II) THE BORROWING BASE, THE
BORROWER SHALL PREPAY THE REVOLVING LOANS OR SWINGLINE LOANS AND/OR REDUCE LC
EXPOSURE, IN AN AGGREGATE AMOUNT EQUAL TO SUCH EXCESS BY TAKING ANY OF THE
FOLLOWING ACTIONS AS IT SHALL DETERMINE AT ITS SOLE DISCRETION:
(1) PREPAYMENT
OF REVOLVING LOANS OR SWINGLINE LOANS OR (2) DEPOSIT OF CASH IN THE LC
COLLATERAL ACCOUNT.
(C) THE BORROWER SHALL NOTIFY THE AGENT (AND, IN THE CASE OF PREPAYMENT OF A
SWINGLINE LOAN, THE SWINGLINE LENDER) BY TELEPHONE (CONFIRMED BY FACSIMILE) OF
ANY PREPAYMENT HEREUNDER (I) IN THE CASE OF PREPAYMENT OF A LIBOR RATE REVOLVING
BORROWING, NOT LATER THAN 11:00 A.M., NEW YORK CITY TIME, THREE (3) BUSINESS
DAYS BEFORE THE DATE OF PREPAYMENT, (II) IN THE CASE OF PREPAYMENT OF AN ABR
REVOLVING BORROWING, NOT LATER THAN 10:00 A.M., NEW YORK CITY TIME, ON THE DAY
OF PREPAYMENT, OR (III) IN THE CASE OF PREPAYMENT OF A SWINGLINE LOAN, NOT LATER
THAN 12:00 (NOON), NEW YORK CITY TIME, ON