SUCH EXTENSION OF TIME SHALL BE INCLUDED IN
COMPUTING INTEREST, IF ANY, PAYABLE IN CONNECTION WITH SUCH PAYMENT.
ALL
PAYMENTS BY THE BORROWER UNDER ANY LOAN DOCUMENT SHALL BE WITHOUT DEDUCTION,
SET-OFF, COUNTERCLAIM OR DEFENSE OF ANY KIND.
SECTION 4.5
LOAN ACCOUNTS; STATEMENTS OF ACCOUNT.
(A)
EACH LENDER SHALL OPEN AND MAINTAIN ON ITS BOOKS AT LEAST ONE LOAN
ACCOUNT IN THE BORROWER'S NAME (EACH, A LOAN ACCOUNT AND COLLECTIVELY, THE LOAN
ACCOUNTS).
EACH SUCH LOAN ACCOUNT SHALL SHOW AS DEBITS THERETO EACH LOAN MADE
UNDER THIS AGREEMENT BY SUCH LENDER TO THE BORROWER AND AS CREDITS THERETO ALL
PAYMENTS RECEIVED BY SUCH LENDER AND APPLIED TO PRINCIPAL OF SUCH LOANS, SO THAT
THE BALANCE OF THE LOAN ACCOUNT AT ALL TIMES REFLECTS THE PRINCIPAL AMOUNT DUE
SUCH LENDER FROM THE BORROWER.
(B)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ON ITS BOOKS A CONTROL
ACCOUNT FOR THE BORROWER IN WHICH SHALL BE RECORDED (I) THE AMOUNT OF EACH
DISBURSEMENT OF LOANS MADE HEREUNDER, (II) THE AMOUNT OF ANY PRINCIPAL OR
INTEREST DUE OR TO BECOME DUE FROM THE BORROWER HEREUNDER, AND (III) THE AMOUNT
OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER AND
EACH LENDER'S SHARE THEREIN.
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(C)
THE ENTRIES MADE IN THE ACCOUNTS PURSUANT TO SUBSECTIONS (A) AND
(B) SHALL BE PRIMA FACIE EVIDENCE, IN THE ABSENCE OF MANIFEST ERROR, OF THE
EXISTENCE AND AMOUNTS OF THE OBLIGATIONS OF THE BORROWER THEREIN RECORDED AND IN
CASE OF DISCREPANCY BETWEEN SUCH ACCOUNTS, IN THE ABSENCE OF MANIFEST ERROR, THE
ACCOUNTS MAINTAINED PURSUANT TO SUBSECTION (B) SHALL BE CONTROLLING.
(D)
THE ADMINISTRATIVE AGENT WILL ACCOUNT TO THE BORROWER MONTHLY WITH
A STATEMENT OF LOANS, CHARGES AND PAYMENTS MADE TO AND BY THE BORROWER PURSUANT
TO THIS AGREEMENT, AND SUCH ACCOUNTS RENDERED BY THE ADMINISTRATIVE AGENT SHALL
BE DEEMED FINAL, BINDING AND CONCLUSIVE, SAVE FOR MANIFEST ERROR, UNLESS THE
ADMINISTRATIVE AGENT IS NOTIFIED BY THE BORROWER IN WRITING TO THE CONTRARY
WITHIN 30 DAYS OF THE DATE THE ACCOUNT TO THE BORROWER WAS SO RENDERED.
SUCH
NOTICE BY THE BORROWER SHALL BE DEEMED AN OBJECTION TO ONLY THOSE ITEMS
SPECIFICALLY OBJECTED TO THEREIN.
FAILURE OF THE ADMINISTRATIVE AGENT TO RENDER
SUCH ACCOUNT SHALL IN NO WAY AFFECT THE RIGHTS OF THE ADMINISTRATIVE AGENT OR OF
THE LENDERS HEREUNDER.
SECTION 4.6
TERMINATION OF AGREEMENT.
SUBJECT TO THE PROVISIONS OF
SECTION 4.9, THE BORROWER SHALL HAVE THE RIGHT, AT ANY TIME, TO TERMINATE THIS
AGREEMENT UPON NOT LESS THAN 30 BUSINESS DAYS' PRIOR WRITTEN NOTICE, WHICH
NOTICE SHALL SPECIFY THE EFFECTIVE DATE OF SUCH TERMINATION.
UPON RECEIPT OF
SUCH NOTICE, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER
THEREOF.
ON THE DATE SPECIFIED IN SUCH NOTICE, SUCH TERMINATION SHALL BE
EFFECTED, PROVIDED, THAT THE BORROWER SHALL, ON OR PRIOR TO SUCH DATE, PAY TO
THE ADMINISTRATIVE AGENT, FOR ITS ACCOUNT AND THE ACCOUNT OF THE LENDERS, IN
SAME DAY FUNDS, AN AMOUNT EQUAL TO ALL SECURED OBLIGATIONS (OTHER THAN WITH
RESPECT TO LETTER OF CREDIT OBLIGATIONS) OUTSTANDING ON SUCH