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 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 SHALL BE 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 THE
BORROWER TO REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(F)
ANY LENDER OR PARTICIPANT 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 OR PARTICIPANT A
PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER OR PARTICIPANT (OR, IF
REQUESTED BY SUCH LENDER OR PARTICIPANT, TO SUCH LENDER OR PARTICIPANT AND ITS
REGISTERED ASSIGNS) AND IN THE FORM ATTACHED HERETO AS EXHIBIT E.
THEREAFTER,
THE LOANS EVIDENCED BY SUCH PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL
TIMES (INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 11.04) 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 2.09.
Optional Prepayment of Loans.
(A)
THE BORROWER SHALL HAVE THE RIGHT AT ANY
TIME AND FROM TIME TO TIME TO PREPAY THE LOANS, IN WHOLE AND OR IN PART IN AN
AGGREGATE AMOUNT THAT IS AN INTEGRAL MULTIPLE OF $5,000,000 AND NOT LESS THAN
$10,000,000, WITHOUT PREMIUM OR PENALTY, SUBJECT TO PRIOR NOTICE IN ACCORDANCE
WITH PARAGRAPH (B) OF THIS SECTION.
(B)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE
AGENT BY TELEPHONE (CONFIRMED BY TELECOPY) OF ANY PREPAYMENT HEREUNDER (I) IN
THE CASE OF PREPAYMENT OF
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EURODOLLAR LOANS, NOT LATER THAN 11:00 A.M. THREE (3) BUSINESS DAYS BEFORE THE
DATE OF PREPAYMENT OR (II) IN THE CASE OF PREPAYMENT OF AN ABR LOAN, NOT LATER
THAN 11:00 A.M. ONE (1) BUSINESS DAY BEFORE THE DATE OF PREPAYMENT.
EACH SUCH
NOTICE SHALL BE IRREVOCABLE AND SHALL SPECIFY THE PREPAYMENT DATE AND THE
PRINCIPAL AMOUNT OF THE LOANS OR PORTION THEREOF TO BE PREPAID.
PROMPTLY
FOLLOWING RECEIPT OF ANY SUCH NOTICE RELATING TO THE LOANS, THE ADMINISTRATIVE
AGENT SHALL ADVISE THE LENDERS OF THE CONTENTS THEREOF.
EACH PARTIAL PREPAYMENT
OF THE LOANS SHALL BE IN AN AMOUNT THAT WOULD BE PERMITTED IN THE CASE OF
CONVERSION OR CONTINUATION OF THE SAME TYPE AS PROVIDED IN SECTION 2.07(F).
EACH PREPAYMENT OF THE LOANS SHALL BE APPLIED RATABLY TO THE LOANS OUTSTANDING.
PREPAYMENTS SHALL BE ACCOMPANIED BY ACCRUED INTEREST TO THE EXTENT REQUIRED BY
SECTION 2.12 AND SHALL BE SUBJECT TO THE PAYMENT OF ANY FUNDING INDEMNIFICATION
AMOUNTS REQUIRED BY SECTION 2.15.
Section