REGISTER.
THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 13.3(D) SHALL INCLUDE A CONTROL
ACCOUNT, AND A SUBSIDIARY ACCOUNT FOR EACH LENDER, IN WHICH ACCOUNTS (TAKEN
TOGETHER) SHALL BE RECORDED (I) THE DATE AND THE AMOUNT OF EACH LOAN MADE
HEREUNDER, THE TYPE THEREOF AND THE INTEREST PERIOD, IF ANY, APPLICABLE 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, (III) THE EFFECTIVE DATE
AND AMOUNT OF EACH ASSIGNMENT AGREEMENT DELIVERED TO AND ACCEPTED BY IT AND THE
PARTIES THERETO PURSUANT TO SECTION 13.3, (IV) THE AMOUNT OF ANY SUM RECEIVED BY
THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE LENDERS AND EACH
LENDER'S SHARE THEREOF, AND (V) ALL OTHER APPROPRIATE DEBITS AND CREDITS AS
PROVIDED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ALL FEES, CHARGES,
EXPENSES AND INTEREST.
(C)
ENTRIES IN REGISTER.
THE ENTRIES MADE IN THE
REGISTER AND THE OTHER ACCOUNTS MAINTAINED PURSUANT TO SUBSECTIONS (B) OF THIS
SECTION SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, UNLESS THE BORROWER OBJECTS TO
INFORMATION CONTAINED IN THE LOAN ACCOUNTS, THE REGISTER OR THE OTHER ACCOUNTS
WITHIN FORTY-FIVE (45) DAYS OF THE BORROWER'S RECEIPT OF SUCH INFORMATION;
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.
2.13
TELEPHONIC NOTICES.
THE BORROWER AUTHORIZES THE
LENDERS AND THE ADMINISTRATIVE AGENT TO EXTEND ADVANCES, EFFECT SELECTIONS OF
TYPES OF ADVANCES AND TO TRANSFER FUNDS BASED ON TELEPHONIC NOTICES MADE BY ANY
PERSON OR PERSONS THE ADMINISTRATIVE AGENT OR ANY LENDER IN GOOD FAITH BELIEVES
TO BE ACTING ON BEHALF OF THE BORROWER.
THE BORROWER AGREES TO DELIVER PROMPTLY
TO THE ADMINISTRATIVE AGENT A WRITTEN CONFIRMATION, SIGNED BY AN AUTHORIZED
OFFICER (OR SUCH OTHER OFFICER DESIGNATED IN WRITING TO THE ADMINISTRATIVE AGENT
BY AN AUTHORIZED OFFICER SO LONG AS SUCH OTHER OFFICER IS ALSO PERMITTED TO MAKE
SUCH DELIVERY UNDER THE BORROWER'S ORGANIZATIONAL DOCUMENTS), IF SUCH
CONFIRMATION IS REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER, OF EACH
TELEPHONIC NOTICE.
IF THE WRITTEN CONFIRMATION DIFFERS IN ANY MATERIAL RESPECT
FROM THE ACTION TAKEN BY THE ADMINISTRATIVE AGENT AND THE LENDERS, THE RECORDS
OF THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL GOVERN ABSENT MANIFEST ERROR,
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN CASE OF DISAGREEMENT CONCERNING SUCH
NOTICES, IF THE ADMINISTRATIVE AGENT HAS RECORDED TELEPHONIC BORROWING NOTICES,
SUCH RECORDINGS WILL BE MADE AVAILABLE TO THE BORROWER UPON THE BORROWER'S
REQUEST THEREFOR.
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2.14
PROMISE TO PAY; INTEREST AND FACILITY FEES;
INTEREST PAYMENT DATES; INTEREST AND FEE BASIS; TAXES.
(A)
PROMISE TO PAY.
THE BORROWER UNCONDITIONALLY
PROMISES TO PAY WHEN DUE THE PRINCIPAL AMOUNT OF EACH LOAN INCURRED BY IT AND
ALL OTHER OBLIGATIONS INCURRED BY IT, AND TO PAY ALL UNPAID INTEREST ACCRUED
THEREON, IN ACCORDANCE