of one month's duration.
The Administrative Agent shall
promptly advise the applicable Lenders of any notice given pursuant to this
Section 2.03 (and the contents thereof), and of each Lender's portion of the
requested Borrowing.
SECTION 2.04.
EVIDENCE OF DEBT; REPAYMENT OF LOANS.
(A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF
EACH LENDER (I) THE PRINCIPAL AMOUNT OF EACH TERM LOAN OF SUCH LENDER AS
PROVIDED IN SECTION 2.11 AND (II) THE THEN UNPAID PRINCIPAL AMOUNT OF EACH
REVOLVING LOAN OF SUCH LENDER ON THE REVOLVING CREDIT MATURITY DATE.
THE
BORROWER HEREBY PROMISES TO PAY TO THE SWINGLINE LENDER THE THEN UNPAID
PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE REVOLVING CREDIT MATURITY DATE.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS OF THE 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.
(C)
THE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD
(I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE THEREOF AND THE 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) THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER
FROM THE BORROWER OR ANY GUARANTOR AND EACH LENDER'S SHARE THEREOF.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO PARAGRAPHS (B) AND
(C) ABOVE SHALL BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS THEREIN RECORDED; PROVIDED, HOWEVER, 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 THE BORROWER TO REPAY THE LOANS IN
ACCORDANCE WITH THEIR TERMS.
(E)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT HEREUNDER BE EVIDENCED BY A
PROMISSORY NOTE.
IN SUCH EVENT, THE BORROWER SHALL EXECUTE AND DELIVER TO SUCH
LENDER A PROMISSORY NOTE PAYABLE TO SUCH LENDER AND ITS REGISTERED ASSIGNS AND
IN A FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND
THE BORROWER.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN THE
EVENT ANY LENDER SHALL REQUEST AND RECEIVE SUCH A PROMISSORY NOTE, THE INTERESTS
REPRESENTED BY SUCH NOTE SHALL AT ALL TIMES (INCLUDING AFTER ANY ASSIGNMENT OF
ALL OR PART OF SUCH INTERESTS PURSUANT TO SECTION 9.04) BE REPRESENTED BY ONE OR
MORE PROMISSORY NOTES PAYABLE TO THE PAYEE NAMED THEREIN OR ITS REGISTERED
ASSIGNS.
SECTION 2.05.
FEES.
(A)
THE BORROWER AGREES TO PAY TO EACH LENDER, THROUGH
THE ADMINISTRATIVE AGENT, ON THE LAST BUSINESS DAY OF MARCH, JUNE, SEPTEMBER AND
DECEMBER IN EACH YEAR AND ON EACH DATE ON WHICH THE REVOLVING CREDIT COMMITMENT
OF SUCH LENDER SHALL EXPIRE OR BE TERMINATED AS PROVIDED HEREIN, A COMMITMENT
FEE (A "COMMITMENT FEE")