RESPECT THERETO, (II) THE AMOUNT 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 AGENT HEREUNDER
FROM THE BORROWER AND EACH LENDER'S SHARE THEREOF.
(C)
THE ENTRIES MAINTAINED IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPHS (A) AND (B) ABOVE SHALL BE PRIMA FACIE EVIDENCE 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.
(D)
ANY LENDER MAY REQUEST THAT ITS REVOLVING CREDIT LOANS BE
EVIDENCED BY A PROMISSORY NOTE IN THE FORM OF EXHIBIT A (A "REVOLVING CREDIT
NOTE").
IN SUCH EVENT, THE BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH
LENDER A REVOLVING CREDIT NOTE PAYABLE TO THE ORDER OF SUCH LENDER.
THEREAFTER,
THE REVOLVING CREDIT LOANS EVIDENCED BY SUCH REVOLVING CREDIT NOTE AND INTEREST
THEREON SHALL AT ALL TIMES (INCLUDING AFTER ANY ASSIGNMENT PURSUANT TO
SECTION 13.3) BE REPRESENTED BY ONE OR MORE REVOLVING CREDIT NOTES PAYABLE TO
THE ORDER OF THE PAYEE NAMED THEREIN OR ANY ASSIGNEE PURSUANT TO SECTION 13.3,
EXCEPT TO THE EXTENT THAT ANY SUCH LENDER OR ASSIGNEE SUBSEQUENTLY RETURNS ANY
SUCH REVOLVING CREDIT NOTE FOR CANCELLATION AND REQUESTS THAT SUCH REVOLVING
CREDIT LOANS ONCE AGAIN BE EVIDENCED AS DESCRIBED IN PARAGRAPHS (A) AND (B)
ABOVE.
2.13
TELEPHONIC NOTICES.
THE BORROWER HEREBY AUTHORIZES THE
LENDERS AND THE AGENT TO EXTEND, CONVERT OR CONTINUE REVOLVING CREDIT ADVANCES,
EFFECT SELECTIONS OF TYPES OF REVOLVING CREDIT 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.
21
THE BORROWER AGREES TO DELIVER PROMPTLY TO THE AGENT A WRITTEN CONFIRMATION, IF
SUCH CONFIRMATION IS REQUESTED BY THE AGENT OR ANY LENDER, OF EACH TELEPHONIC
NOTICE SIGNED BY AN AUTHORIZED OFFICER.
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.
2.14
INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.
INTEREST
ACCRUED ON EACH ALTERNATE BASE RATE ADVANCE SHALL BE PAYABLE ON EACH PAYMENT
DATE, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE CLOSING DATE AND AT
MATURITY OR, IF LATER, UPON RECEIPT OF A BILL FROM THE AGENT.
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 ON EACH
EURODOLLAR ADVANCE HAVING AN INTEREST PERIOD LONGER THAN THREE MONTHS SHALL