ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS
EVIDENCING THE INDEBTEDNESS OF THE BORROWER TO SUCH LENDER RESULTING FROM EACH
REVOLVING LOAN MADE BY SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS OF
PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME
HEREUNDER.
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(II)
THE AGENT SHALL ALSO MAINTAIN ACCOUNTS IN
WHICH IT WILL RECORD (A) THE DATE AND THE AMOUNT OF EACH REVOLVING LOAN MADE
HEREUNDER, THE TYPE THEREOF AND THE INTEREST PERIOD (IN THE CASE OF A EURODOLLAR
ADVANCE) WITH RESPECT THERETO, (B) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE
AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE BORROWER TO EACH LENDER
HEREUNDER, (C) THE ORIGINAL STATED AMOUNT OF EACH FACILITY LC AND THE AMOUNT OF
LC OBLIGATIONS (INCLUDING SPECIFYING REIMBURSEMENT OBLIGATIONS) OUTSTANDING AT
ANY TIME, (D) THE EFFECTIVE DATE AND AMOUNT OF EACH ASSIGNMENT AGREEMENT
DELIVERED TO AND ACCEPTED BY IT AND THE PARTIES THERETO PURSUANT TO SECTION
12.3, (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