LENDER
FROM TIME TO TIME UNDER THIS AGREEMENT.
(C)
THE ADMINISTRATIVE AGENT, ON BEHALF OF THE BORROWER, SHALL MAINTAIN
THE REGISTER PURSUANT TO SECTION 12.6(B)(IV), AND A SUBACCOUNT THEREIN FOR EACH
LENDER, IN WHICH SHALL BE RECORDED (I) THE AMOUNT OF EACH LOAN MADE OR CONTINUED
HEREUNDER AND ANY NOTE EVIDENCING SUCH LOAN, THE TYPE OF SUCH LOAN 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 5.1(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 TRANCHE B TERM LOANS, REVOLVING
CREDIT LOANS OR SWING LINE LOANS,
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AS THE CASE MAY BE, OF SUCH LENDER, SUBSTANTIALLY IN THE FORMS OF EXHIBIT G-1,
G-2 OR G-3, RESPECTIVELY, WITH APPROPRIATE INSERTIONS AS TO DATE AND PRINCIPAL
AMOUNT.
5.2.
Commitment Fees, Etc.
(a) The Borrower agrees
to pay to the Administrative Agent for the account of each LC/Swing Line
Revolving Lender and Non-LC/Swing Line Revolving Lender a commitment fee for the
period from and including the Closing Date to the last day of the Revolving
Facility Commitment Period, computed at the Commitment Fee Rate on the average
daily amount of the Available LC/Swing Line Revolving Commitment and Available
Non-LC/Swing Line Revolving Commitment, respectively, of such Lender during the
period for which payment is made, payable quarterly in arrears on the last day
of each March, June, September and December and on the Revolving Facility
Termination Date, commencing on the first of such dates to occur after the date
hereof.
(B)
THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT THE FEES IN
THE AMOUNTS AND ON THE DATES FROM TIME TO TIME AGREED TO IN WRITING BY THE
BORROWER AND THE ADMINISTRATIVE AGENT.
5.3.
Termination or Reduction of Revolving Credit
Commitments.
The Borrower shall have the right, upon not less than three
Business Days' notice to the Administrative Agent, to (i) terminate the
Non-LC/Swing Line Revolving Commitments or, from time to time, to reduce the
aggregate amount of the Non-LC/Swing Line Revolving Commitments and
(ii) terminate the LC/Swing Line Revolving Commitments or, from time to