(C)
THE ENTRIES MAINTAINED IN THE ACCOUNTS
MAINTAINED PURSUANT TO SUBSECTIONS (A) AND (B) ABOVE SHALL BE PRIMA FACIE
EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS THEREIN RECORDED;
PROVIDED, HOWEVER, THAT THE FAILURE OF THE AGENT OR ANY LENDER TO MAINTAIN SUCH
ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF
THE BORROWER TO REPAY SUCH OBLIGATIONS IN ACCORDANCE WITH THEIR TERMS.
(D)
ANY LENDER MAY REQUEST THAT ITS LOANS BE
EVIDENCED BY ONE OR MORE PROMISSORY NOTES.
IN SUCH EVENT, THE BORROWER SHALL
PREPARE, EXECUTE AND DELIVER TO SUCH LENDER ONE OR MORE PROMISSORY NOTES PAYABLE
TO THE ORDER OF SUCH LENDER AND IN A FORM ACCEPTABLE TO THE BORROWER AND THE
AGENT.
THEREAFTER, THE LOANS EVIDENCED BY SUCH NOTE(S) AND INTEREST THEREON
SHALL AT ALL TIMES (INCLUDING AFTER ANY ASSIGNMENT PURSUANT TO SECTION 12.06(B))
BE REPRESENTED BY NOTES FROM THE BORROWER, PAYABLE TO THE ORDER OF THE PAYEE
NAMED THEREIN OR ANY ASSIGNEE PURSUANT TO SECTION 12.06(B), EXCEPT TO THE EXTENT
THAT ANY SUCH LENDER OR ASSIGNEE SUBSEQUENTLY RETURNS ANY SUCH NOTE FOR
CANCELLATION AND REQUESTS THAT THE RELATED LOANS ONCE AGAIN BE EVIDENCED AS IN
SUBSECTIONS (A) AND (B) ABOVE.
SECTION 2.07.
PREPAYMENTS.
(A)
VOLUNTARY PREPAYMENTS.
THE BORROWER MAY
PREPAY THE BASE RATE LOANS UPON NOT LESS THAN ONE (1) BUSINESS DAY'S PRIOR
NOTICE TO THE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS), WHICH NOTICE
SHALL SPECIFY THE PREPAYMENT DATE (WHICH SHALL BE A BUSINESS DAY) AND THE AMOUNT
OF THE PREPAYMENT (WHICH SHALL BE AT LEAST $1,000,000 OR WHOLE MULTIPLES OF
$500,000 IN EXCESS THEREOF FOR REVOLVING CREDIT LOANS THAT ARE BASE RATE LOANS
AND AT LEAST $500,000 OR WHOLE MULTIPLES OF $100,000 IN EXCESS THEREOF FOR SWING
LINE LOANS, OR THE REMAINING AGGREGATE PRINCIPAL BALANCE OUTSTANDING) AND SHALL
BE IRREVOCABLE AND EFFECTIVE ONLY UPON RECEIPT BY THE AGENT, PROVIDED THAT
INTEREST ON THE PRINCIPAL PREPAID, ACCRUED TO THE PREPAYMENT DATE, SHALL BE PAID
ON THE PREPAYMENT DATE.
THE BORROWER MAY PREPAY LIBOR LOANS ON THE SAME
CONDITIONS
29
AS FOR BASE RATE LOANS (EXCEPT THAT PRIOR NOTICE TO THE AGENT SHALL BE NOT LESS
THAN THREE BUSINESS DAYS FOR LIBOR LOANS AND SUCH PAYMENT SHALL BE AT LEAST
$3,000,000 OR WHOLE MULTIPLES OF $1,000,000 IN EXCESS THEREOF) AND IN ADDITION
SUCH PREPAYMENTS OF LIBOR LOANS SHALL BE SUBJECT TO THE TERMS OF SECTION 5.05
AND SHALL BE IN AN AMOUNT EQUAL TO ALL OF THE LIBOR LOANS FOR THE INTEREST
PERIOD PREPAID.
(B)
MANDATORY PREPAYMENTS.
IF, AFTER GIVING
EFFECT TO ANY TERMINATION OR REDUCTION OF THE AGGREGATE REVOLVING CREDIT
COMMITMENTS PURSUANT TO SECTION 2.03(A), THE OUTSTANDING AGGREGATE PRINCIPAL
AMOUNT OF THE LOANS PLUS THE LC EXPOSURE EXCEEDS THE AGGREGATE REVOLVING CREDIT
COMMITMENTS, THE BORROWER SHALL (I) PREPAY THE REVOLVING CREDIT LOANS ON THE
DATE OF SUCH TERMINATION OR REDUCTION IN AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
THE EXCESS, TOGETHER WITH INTEREST ON THE PRINCIPAL AMOUNT PAID ACCRUED TO THE
DATE OF SUCH PREPAYMENT, (II) IF ANY EXCESS