INTEREST HEREUNDER AT THE MAXIMUM LAWFUL RATE UNTIL SUCH TIME AS THE TOTAL
INTEREST RECEIVED BY AGENT, ON BEHALF OF LENDERS, IS EQUAL TO THE TOTAL INTEREST
THAT WOULD HAVE BEEN RECEIVED HAD THE INTEREST PAYABLE HEREUNDER BEEN (BUT FOR
THE OPERATION OF THIS PARAGRAPH) THE INTEREST RATE PAYABLE SINCE THE CLOSING
DATE AS OTHERWISE PROVIDED IN THIS AGREEMENT.
SECTION 1.4
LOAN ACCOUNTS.
(A)
THE LOANS MADE BY EACH LENDER SHALL BE EVIDENCED BY ONE OR
MORE ACCOUNTS OR RECORDS MAINTAINED BY SUCH LENDER AND BY THE AGENT IN THE
ORDINARY COURSE OF BUSINESS.
THE ACCOUNTS OR RECORDS MAINTAINED BY THE AGENT
AND EACH LENDER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR OF THE AMOUNT OF THE
LOANS MADE BY THE LENDERS TO THE BORROWER AND THE INTEREST AND PAYMENTS
THEREON.
ANY FAILURE TO SO RECORD OR ANY ERROR IN DOING SO SHALL NOT, HOWEVER,
LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF THE BORROWER HEREUNDER TO PAY ANY
AMOUNT OWING WITH RESPECT TO THE OBLIGATIONS.
IN THE EVENT OF ANY CONFLICT
BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY ANY LENDER AND THE ACCOUNTS AND
RECORDS OF THE AGENT IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE
AGENT SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR.
UPON THE REQUEST OF ANY
LENDER MADE THROUGH THE AGENT, THE BORROWER SHALL EXECUTE AND DELIVER TO SUCH
LENDER (THROUGH THE AGENT) A NOTE, WHICH SHALL EVIDENCE SUCH LENDER'S LOANS IN
ADDITION TO SUCH
‐2‐
accounts or records.
Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.
SECTION 1.5
PROCEDURE FOR BORROWING; CONVERSIONS, CONTINUATIONS.
(A)
EACH BORROWING, EACH CONVERSION OF LOANS FROM ONE TYPE TO THE
OTHER, AND EACH CONTINUATION OF EURODOLLAR RATE LOANS SHALL BE MADE UPON THE
BORROWER'S IRREVOCABLE NOTICE TO THE AGENT, WHICH MAY BE GIVEN BY: (A) TELEPHONE
OR (B) A LOAN NOTICE; PROVIDED THAT ANY TELEPHONIC NOTICE MUST BE CONFIRMED
IMMEDIATELY BY DELIVERY TO THE AGENT OF A LOAN NOTICE.
EACH SUCH NOTICE MUST BE
RECEIVED BY THE AGENT NOT LATER THAN 12:00 NOON CENTRAL TIME (I) THREE BUSINESS
DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF, CONVERSION TO OR
CONTINUATION OF EURODOLLAR RATE LOANS OR OF ANY CONVERSION OF EURODOLLAR RATE
LOANS TO BASE RATE LOANS, AND (II) ON THE REQUESTED DATE OF ANY BORROWING OF
BASE RATE LOANS.
EACH LOAN NOTICE GIVEN PURSUANT TO THIS SECTION 1.5 MUST BE
APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.
EACH BORROWING OF, CONVERSION TO OR CONTINUATION OF EURODOLLAR RATE LOANS SHALL
BE IN A PRINCIPAL AMOUNT OF AT LEAST $5,000,000.
EACH BORROWING OF OR
CONVERSION TO BASE RATE LOANS SHALL BE IN A PRINCIPAL AMOUNT OF AT LEAST
$1,000,000.
EACH LOAN NOTICE AND EACH TELEPHONIC NOTICE SHALL SPECIFY (I)
WHETHER THE BORROWER IS REQUESTING A BORROWING, A CONVERSION OF LOANS FROM ONE
TYPE TO THE OTHER, OR A CONTINUATION OF EURODOLLAR RATE LOANS, (II) THE