(E) THE AMOUNT
OF ANY SUM RECEIVED BY THE AGENT HEREUNDER FROM THE BORROWER AND EACH LENDER'S
SHARE THEREOF, AND (F) ALL OTHER APPROPRIATE DEBITS AND CREDITS AS PROVIDED IN
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL FEES, CHARGES, EXPENSES AND
INTEREST.
(III)
THE ENTRIES MAINTAINED IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPHS (I) AND (II) ABOVE SHALL BE PRIMA FACIE EVIDENCE (ABSENT MANIFEST
ERROR) 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 THE OBLIGATIONS IN ACCORDANCE WITH THEIR TERMS.
(IV)
ANY LENDER MAY REQUEST THAT ITS REVOLVING LOANS OR, IN THE CASE OF
THE SWING LINE LENDER, THE SWING LINE LOANS, BE EVIDENCED BY A PROMISSORY NOTE
IN SUBSTANTIALLY THE FORM OF EXHIBIT D WITH APPROPRIATE CHANGES FOR NOTES
EVIDENCING SWING LINE LOANS (A "NOTE").
IN SUCH EVENT, THE BORROWER SHALL
PREPARE, EXECUTE AND DELIVER TO SUCH LENDER SUCH NOTE PAYABLE TO THE ORDER OF
SUCH LENDER OR ITS REGISTERED ASSIGNS.
THEREAFTER, THE REVOLVING LOANS
EVIDENCED BY SUCH NOTE AND INTEREST THEREON SHALL AT ALL TIMES (PRIOR TO ANY
ASSIGNMENT PURSUANT TO SECTION 12.3) BE REPRESENTED BY ONE OR MORE NOTES PAYABLE
TO THE ORDER OF THE PAYEE NAMED THEREIN, EXCEPT TO THE EXTENT THAT ANY SUCH
LENDER SUBSEQUENTLY RETURNS ANY SUCH NOTE FOR CANCELLATION AND REQUESTS THAT
SUCH REVOLVING LOANS ONCE AGAIN BE EVIDENCED AS DESCRIBED IN PARAGRAPHS (I) AND
(II) ABOVE.
2.14.
TELEPHONIC NOTICES.
THE BORROWER HEREBY AUTHORIZES THE LENDERS AND
THE AGENT TO EXTEND, CONVERT OR CONTINUE ADVANCES, EFFECT SELECTIONS OF TYPES OF
ADVANCES AND TO TRANSFER FUNDS BASED ON TELEPHONIC NOTICES MADE BY ANY PERSON OR
PERSONS THE AGENT OR ANY LENDER IN GOOD FAITH BELIEVES TO BE ACTING ON BEHALF OF
THE BORROWER, IT BEING UNDERSTOOD THAT THE FOREGOING AUTHORIZATION IS
SPECIFICALLY INTENDED TO ALLOW BORROWING NOTICES AND CONVERSION/CONTINUATION
NOTICES TO BE GIVEN TELEPHONICALLY.
THE BORROWER AGREES TO DELIVER PROMPTLY TO
THE AGENT A WRITTEN CONFIRMATION, SIGNED BY AN AUTHORIZED OFFICER, IF SUCH
CONFIRMATION IS REQUESTED BY THE AGENT OR ANY LENDER, OF EACH TELEPHONIC
NOTICE.
IF THE WRITTEN CONFIRMATION DIFFERS IN ANY MATERIAL RESPECT FROM THE
ACTION TAKEN BY THE AGENT AND THE LENDERS, THE RECORDS OF THE AGENT AND THE
LENDERS SHALL GOVERN ABSENT MANIFEST ERROR.
2.15.
INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.
INTEREST ACCRUED
ON EACH FLOATING RATE ADVANCE SHALL BE PAYABLE IN ARREARS ON EACH PAYMENT DATE,
COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE RESTATEMENT EFFECTIVE
DATE, ON ANY DATE ON WHICH THE FLOATING RATE ADVANCE IS PREPAID, WHETHER DUE TO
ACCELERATION OR OTHERWISE, AND AT MATURITY.
INTEREST ACCRUED ON EACH EURODOLLAR
ADVANCE SHALL BE PAYABLE ON THE LAST DAY OF ITS APPLICABLE INTEREST PERIOD, ON
ANY DATE ON WHICH THE EURODOLLAR ADVANCE IS PREPAID, WHETHER BY ACCELERATION OR
OTHERWISE, AND AT MATURITY.
INTEREST ACCRUED
28
ON EACH EURODOLLAR ADVANCE HAVING AN