SUCH CLASS A REVOLVING LENDER ON THE CLASS A REVOLVING MATURITY DATE,
(III) TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH CLASS B REVOLVING
LENDER, THE THEN UNPAID PRINCIPAL AMOUNT OF EACH CLASS B REVOLVING LOAN OF SUCH
CLASS B REVOLVING LENDER ON THE CLASS B REVOLVING MATURITY DATE AND (IV) TO THE
SWINGLINE LENDER, THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE
EARLIER OF (X) THE CLASS A REVOLVING MATURITY DATE AND (Y) THE FIRST DATE AFTER
SUCH SWINGLINE LOAN IS MADE THAT IS THE 15TH OR LAST DAY OF A CALENDAR MONTH AND
IS AT LEAST TWO BUSINESS DAYS AFTER SUCH SWINGLINE LOAN IS MADE; PROVIDED THAT
ON EACH DATE THAT A CLASS A REVOLVING BORROWING IS MADE, BORROWER SHALL REPAY
ALL SWINGLINE LOANS THAT WERE OUTSTANDING ON THE DATE SUCH BORROWING WAS
REQUESTED.
(B)
LENDER AND ADMINISTRATIVE AGENT RECORDS.
EACH LENDER SHALL
MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING
THE INDEBTEDNESS OF BORROWER TO SUCH LENDER RESULTING FROM EACH 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 UNDER THIS AGREEMENT.
THE
ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD (I) THE
AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE AND CLASS THEREOF AND THE INTEREST
PERIOD APPLICABLE THERETO; (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND
PAYABLE OR TO BECOME DUE
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AND PAYABLE FROM BORROWER TO EACH LENDER HEREUNDER; AND (III) THE AMOUNT OF ANY
SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE
LENDERS AND EACH LENDER'S SHARE THEREOF.
THE ENTRIES MADE IN THE ACCOUNTS
MAINTAINED PURSUANT TO THIS PARAGRAPH SHALL BE PRIMA FACIE EVIDENCE OF THE
EXISTENCE AND AMOUNTS OF THE OBLIGATIONS THEREIN RECORDED; 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 OBLIGATIONS OF BORROWER TO
REPAY THE LOANS IN ACCORDANCE WITH THEIR TERMS.
(C)
PROMISSORY NOTES.
ANY LENDER BY WRITTEN NOTICE TO BORROWER MAY
REQUEST THAT LOANS OF ANY CLASS MADE BY IT BE EVIDENCED BY A PROMISSORY NOTE.
IN SUCH EVENT, BORROWER SHALL PREPARE, EXECUTE AND DELIVER TO SUCH LENDER A
PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER (OR, IF REQUESTED BY SUCH
LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS) IN THE FORM OF EXHIBIT K-1 OR
K-2, AS THE CASE MAY BE.
THEREAFTER, THE LOANS EVIDENCED BY SUCH PROMISSORY
NOTE AND INTEREST THEREON SHALL AT ALL TIMES (INCLUDING AFTER ASSIGNMENT
PURSUANT TO SECTION 10.04) BE REPRESENTED BY ONE OR MORE PROMISSORY NOTES IN
SUCH FORM PAYABLE TO THE ORDER OF THE PAYEE NAMED THEREIN (OR, IF SUCH
PROMISSORY NOTE IS A REGISTERED NOTE, TO SUCH PAYEE AND ITS REGISTERED ASSIGNS).
SECTION 2.05
Fees.
(A)
COMMITMENT FEE.
BORROWER AGREES TO PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE (A "COMMITMENT