(A)
BORROWER SHALL PAY TO ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH
REVOLVING LENDER (OTHER THAN A DEFAULTING LENDER) A COMMITMENT FEE FOR THE
PERIOD FROM AND INCLUDING THE CLOSING DATE TO BUT NOT INCLUDING THE EARLIER OF
THE DATE SUCH REVOLVING COMMITMENT IS TERMINATED OR EXPIRES AND THE R/C MATURITY
DATE COMPUTED AT A RATE PER ANNUM EQUAL TO THE APPLICABLE FEE PERCENTAGE IN
EFFECT FROM TIME TO TIME DURING SUCH PERIOD ON THE DAILY AVERAGE AMOUNT OF SUCH
REVOLVING LENDER'S UNUTILIZED R/C COMMITMENT.
FOR PURPOSES OF COMPUTING
COMMITMENT FEES WITH RESPECT TO REVOLVING COMMITMENTS, A REVOLVING COMMITMENT OF
A REVOLVING LENDER SHALL BE DEEMED TO BE USED TO THE EXTENT OF THE OUTSTANDING
REVOLVING LOANS AND L/C LIABILITY OF SUCH REVOLVING LENDER (AND THE SWINGLINE
EXPOSURE OF SUCH REVOLVING LENDER SHALL BE DISREGARDED FOR SUCH PURPOSE).
ANY
ACCRUED COMMITMENT FEE UNDER THIS SECTION 2.05(A) SHALL BE PAYABLE IN ARREARS ON
EACH QUARTERLY DATE AND ON THE EARLIER OF THE DATE THE REVOLVING COMMITMENTS ARE
TERMINATED OR EXPIRE AND THE R/C MATURITY DATE.
(B)
BORROWER SHALL PAY TO ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT THE
ANNUAL ADMINISTRATIVE FEE PURSUANT TO THE ADMINISTRATIVE AGENT'S FEE LETTER.
(C)
AT THE TIME OF THE EFFECTIVENESS OF A REPRICING TRANSACTION PRIOR
TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, BORROWER AGREES TO PAY TO
ADMINISTRATIVE AGENT, FOR THE RATABLE ACCOUNT OF EACH LENDER WITH OUTSTANDING
TERM B FACILITY LOANS (INCLUDING EACH LENDER THAT WITHHOLDS ITS CONSENT TO SUCH
REPRICING TRANSACTION AND IS REPLACED OR IS REMOVED AS A LENDER UNDER
SECTION 2.11 OR 2.09(C), AS THE CASE MAY BE), A FEE IN AN AMOUNT EQUAL TO 1.0%
OF THE AGGREGATE PRINCIPAL AMOUNT OF ALL TERM B FACILITY LOANS OUTSTANDING ON
SUCH DATE IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF SUCH REPRICING TRANSACTION.
SUCH FEE SHALL BE DUE AND PAYABLE UPON THE DATE OF THE EFFECTIVENESS OF SUCH
REPRICING TRANSACTION.
SECTION 2.06.
LENDING OFFICES.
THE LOANS OF EACH TYPE MADE BY EACH LENDER
SHALL BE MADE AND MAINTAINED AT SUCH LENDER'S APPLICABLE LENDING OFFICE FOR
LOANS OF SUCH TYPE.
SECTION 2.07.
SEVERAL OBLIGATIONS OF LENDERS.
THE FAILURE OF ANY LENDER TO
MAKE ANY LOAN TO BE MADE BY IT ON THE DATE SPECIFIED THEREFOR SHALL NOT RELIEVE
ANY OTHER LENDER OF ITS OBLIGATION TO MAKE ITS LOAN ON SUCH DATE, BUT NEITHER
ANY LENDER NOR ADMINISTRATIVE AGENT SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY
OTHER LENDER TO MAKE A LOAN TO
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BE MADE BY SUCH OTHER LENDER, AND NO LENDER SHALL HAVE ANY OBLIGATION TO
ADMINISTRATIVE AGENT OR ANY OTHER LENDER FOR THE FAILURE BY SUCH LENDER TO MAKE
ANY LOAN REQUIRED TO BE MADE BY SUCH LENDER.
NO REVOLVING LENDER WILL BE
RESPONSIBLE FOR FAILURE OF ANY OTHER LENDER TO FUND ITS PARTICIPATION IN LETTERS
OF CREDIT.
SECTION 2.08.
NOTES; REGISTER.
(A)
AT THE REQUEST OF ANY LENDER, ITS LOANS OF A PARTICULAR
CLASS SHALL BE EVIDENCED BY A PROMISSORY NOTE, PAYABLE TO SUCH LENDER (OR ITS
NOMINEE) AND OTHERWISE DULY