TO PAY TO THE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE APPROPRIATE LENDER (I) THE THEN
UNPAID PRINCIPAL AMOUNT OF EACH REVOLVING CREDIT LOAN AND SWING LINE LOAN OF
SUCH LENDER ON THE REVOLVING CREDIT TERMINATION DATE (OR SUCH EARLIER DATE ON
WHICH SUCH LOANS BECOME DUE AND PAYABLE PURSUANT TO SECTION 7) AND (II) THE
PRINCIPAL AMOUNT OF EACH TERM LOAN AT MATURITY AS SET FORTH IN SECTION 2.3 (OR
ON SUCH EARLIER DATE ON WHICH SUCH LOANS BECOME DUE AND PAYABLE PURSUANT TO
SECTION 7). THE BORROWER HEREBY FURTHER AGREES TO PAY INTEREST ON THE UNPAID
PRINCIPAL AMOUNT OF THE LOANS FROM TIME TO TIME OUTSTANDING FROM THE DATE HEREOF
UNTIL PAYMENT IN FULL THEREOF AT THE RATES PER ANNUM, AND ON THE DATES, SET
FORTH IN SECTION 2.12.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE
WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING INDEBTEDNESS OF THE
BORROWER TO SUCH LENDER RESULTING FROM EACH LOAN OF SUCH LENDER FROM TIME TO
TIME, INCLUDING THE AMOUNTS OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH
LENDER FROM TIME TO TIME UNDER THIS AGREEMENT.
(C)
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE
BORROWER, SHALL MAINTAIN THE REGISTER PURSUANT TO SECTION 9.6(D), AND A
SUBACCOUNT THEREIN FOR EACH LENDER, IN WHICH SHALL BE RECORDED (I) THE AMOUNT OF
EACH LOAN MADE HEREUNDER AND ANY NOTE EVIDENCING SUCH LOAN, THE TYPE THEREOF AND
EACH INTEREST PERIOD 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 AND (III) BOTH THE AMOUNT OF ANY SUM RECEIVED BY THE
ADMINISTRATIVE AGENT HEREUNDER FROM THE BORROWER AND EACH LENDER'S SHARE
THEREOF.
(D)
THE ENTRIES MADE IN THE REGISTER AND THE
ACCOUNTS OF EACH LENDER MAINTAINED PURSUANT TO SECTION 2.6(B) SHALL, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND
AMOUNTS OF THE OBLIGATIONS OF THE BORROWER THEREIN RECORDED; PROVIDED, HOWEVER,
THAT THE FAILURE OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO MAINTAIN THE
REGISTER OR ANY SUCH ACCOUNT, OR ANY ERROR THEREIN, SHALL NOT IN ANY MANNER
AFFECT THE OBLIGATION OF THE BORROWER TO REPAY (WITH APPLICABLE INTEREST) THE
LOANS MADE TO THE BORROWER BY SUCH LENDER IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
(E)
THE BORROWER AGREES THAT, UPON THE REQUEST
TO THE ADMINISTRATIVE AGENT BY ANY LENDER, THE BORROWER WILL EXECUTE AND DELIVER
TO SUCH LENDER A PROMISSORY NOTE OF THE BORROWER EVIDENCING ANY REVOLVING CREDIT
LOANS, SWING LINE LOANS OR TERM LOANS, AS THE CASE MAY BE, OF SUCH LENDER,
SUBSTANTIALLY IN THE FORMS OF EXHIBIT G-1, G-2, AND G-3, RESPECTIVELY,
A-4
WITH APPROPRIATE INSERTIONS AS TO DATE AND PRINCIPAL AMOUNT; PROVIDED THAT
DELIVERY OF SUCH NOTES SHALL NOT BE A CONDITION PRECEDENT TO THE MAKING OF THE
LOANS ON THE CLOSING DATE.
2.7
COMMITMENT FEES, ETC.
(A)
THE BORROWER
AGREES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A
COMMITMENT FEE FOR