IN WHICH IT SHALL RECORD
(I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS AND TYPE THEREOF AND THE
INTEREST PERIOD APPLICABLE THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST
DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH BORROWER TO EACH LENDER
HEREUNDER AND (III) THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT
HEREUNDER FOR THE ACCOUNT OF THE LENDERS AND EACH LENDER'S SHARE THEREOF.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO PARAGRAPH (B) OR
(C) OF THIS SECTION SHALL BE CONCLUSIVE EVIDENCE (ABSENT MANIFEST ERROR) 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
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ANY BORROWER TO REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
ANY LENDER MAY REQUEST THAT LOANS 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
CUSTOMARY FORM APPROVED BY THE ADMINISTRATIVE AGENT AND THE PARENT BORROWER.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY NOTE AND INTEREST THEREON
SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 10.04) 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 2.10.
PREPAYMENT OF LOANS.
(A)
THE BORROWERS SHALL HAVE THE RIGHT AT
ANY TIME AND FROM TIME TO TIME TO PREPAY ANY BORROWING IN WHOLE OR IN PART,
SUBJECT TO THE REQUIREMENTS OF THIS SECTION.
(B)
IF (I) AT ANY TIME (A) THE TOTAL DOMESTIC REVOLVING EXPOSURES EXCEED THE
TOTAL AMOUNT OF THE DOMESTIC COMMITMENTS, (B) THE TOTAL CANADIAN REVOLVING
EXPOSURES EXCEED THE TOTAL AMOUNT OF THE CANADIAN COMMITMENTS, (C) THE TOTAL
REVOLVING EXPOSURES EXCEED THE LESSER OF (1) THE TOTAL AMOUNT OF THE COMMITMENTS
AT SUCH TIME AND (2) THE BORROWING BASE THEN IN EFFECT OR (D) THE TOTAL
OUTSTANDING PRINCIPAL AMOUNT OF LOANS MADE TO DOMESTIC SUBSIDIARY BORROWERS BY
ALL LENDERS EXCEEDS $9,400,000, (II) AT ANY TIME DURING THE AVAILABILITY CAP
PERIOD, THE TOTAL REVOLVING EXPOSURES EXCEED $45,000,000 OR (III) AT ANY TIME
DURING A REDUCED AVAILABILITY PERIOD, THE TOTAL REVOLVING EXPOSURES EXCEED THE
REDUCED AVAILABILITY AMOUNT, THEN IN ANY SUCH CASE THE BORROWERS SHALL
IMMEDIATELY PREPAY FIRST, SWINGLINE LOANS AND SECOND, REVOLVING LOANS, WITHOUT
DEMAND OR NOTICE OF ANY KIND, TO THE EXTENT NECESSARY TO ELIMINATE SUCH EXCESS.
IF ANY SUCH EXCESS REMAINS AFTER ALL REVOLVING BORROWINGS AND SWINGLINE LOANS
ARE PREPAID, THE BORROWERS SHALL DEPOSIT CASH COLLATERAL PURSUANT TO
SECTION 2.05(J) IN AN AMOUNT EQUAL TO SUCH REMAINING EXCESS.
(C)
ON EACH BUSINESS DAY FOLLOWING A CASH COLLECTION TRIGGERING EVENT,