AMOUNT OF THE LOANS TOGETHER WITH ALL
INTEREST ACCRUING THEREON.
(B)
REGISTER.
THE REGISTER MAINTAINED BY THE
LENDER PURSUANT TO SECTION 13.3(D) SHALL INCLUDE A CONTROL ACCOUNT IN WHICH
ACCOUNT 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 LENDER HEREUNDER, (III) THE AMOUNT OF ANY SUM
RECEIVED BY THE LENDER HEREUNDER AND (IV) 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 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 OR THE REGISTER WITHIN FORTY-FIVE (45) DAYS OF THE BORROWER'S
RECEIPT OF SUCH INFORMATION; PROVIDED THAT THE FAILURE OF LENDER 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.
2.12
TELEPHONIC NOTICES.
THE BORROWER AUTHORIZES THE
LENDER TO EXTEND ADVANCES, EFFECT SELECTIONS OF TYPES OF ADVANCES AND TO
TRANSFER FUNDS BASED ON TELEPHONIC NOTICES MADE BY ANY PERSON OR PERSONS THE
LENDER IN GOOD FAITH BELIEVES TO BE ACTING ON BEHALF OF THE BORROWER.
THE
BORROWER AGREES TO DELIVER PROMPTLY TO THE LENDER A WRITTEN CONFIRMATION, SIGNED
BY AN AUTHORIZED OFFICER (OR SUCH OTHER OFFICER DESIGNATED IN WRITING TO THE
LENDER 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 LENDER OF EACH TELEPHONIC NOTICE.
IF THE
WRITTEN CONFIRMATION DIFFERS IN ANY MATERIAL RESPECT FROM THE ACTION TAKEN BY
THE LENDER, THE RECORDS OF THE LENDER SHALL GOVERN ABSENT MANIFEST ERROR, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
IN CASE OF DISAGREEMENT CONCERNING SUCH
NOTICES, IF THE LENDER HAS RECORDED TELEPHONIC BORROWING NOTICES, SUCH
RECORDINGS WILL BE MADE AVAILABLE TO THE BORROWER UPON THE BORROWER'S REQUEST
THEREFOR.
2.13
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 WITH THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
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(B)
INTEREST PAYMENT DATES.
INTEREST ACCRUED ON
EACH FLOATING RATE LOAN SHALL BE PAYABLE ON EACH PAYMENT DATE, COMMENCING WITH
THE FIRST SUCH DATE TO OCCUR AFTER THE DATE HEREOF, UPON ANY PREPAYMENT WHETHER
BY ACCELERATION OR OTHERWISE, AND AT THE REVOLVING LOAN TERMINATION DATE
(WHETHER BY ACCELERATION OR OTHERWISE).
INTEREST ACCRUED ON EACH FIXED-RATE
LOAN SHALL BE PAYABLE ON