BUT
EXCLUDING THE LAST DAY).
(B)
FOR ANY DAY ON WHICH THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS SHALL BE
GREATER THAN 50% OF THE TOTAL COMMITMENT, THE BORROWER SHALL PAY TO THE AGENT
FOR THE ACCOUNT OF EACH LENDER A UTILIZATION FEE (A "UTILIZATION FEE") EQUAL TO
THE APPLICABLE RATE ON THE AGGREGATE AMOUNT OF EACH LENDER'S OUTSTANDING STANDBY
LOANS TO THE BORROWER ON SUCH DAY.
THE ACCRUED UTILIZATION FEES, IF ANY, SHALL
BE PAYABLE IN ARREARS ON THE FIRST DAY OF JANUARY, APRIL, JULY AND OCTOBER OF
EACH YEAR AND ON THE DATE OR DATES ON WHICH THE COMMITMENTS TERMINATE AND ANY
OUTSTANDING LOANS ARE REPAID.
ALL UTILIZATION FEES SHALL BE COMPUTED ON THE
BASIS OF A YEAR OF 360 DAYS AND SHALL BE PAYABLE FOR THE ACTUAL NUMBER OF DAYS
ELAPSED (INCLUDING THE FIRST DAY BUT EXCLUDING THE LAST DAY).
(C)
THE BORROWER AGREES TO PAY THE AGENT, FOR ITS OWN ACCOUNT, THE FEES (THE
"AGENT'S FEES") AT THE TIMES AND IN THE AMOUNTS AGREED BY THE BORROWER IN THE
FEE LETTER.
(D)
ALL FEES SHALL BE PAID ON THE DATES DUE, IN IMMEDIATELY AVAILABLE FUNDS, TO
THE AGENT FOR DISTRIBUTION, IF AND AS APPROPRIATE, AMONG THE LENDERS.
ONCE
PAID, NONE OF THE FEES SHALL BE REFUNDABLE UNDER ANY CIRCUMSTANCES ABSENT
MANIFEST ERROR.
SECTION 2.08.
REPAYMENT OF LOANS; EVIDENCE OF DEBT.
(A)
THE BORROWER HEREBY
UNCONDITIONALLY PROMISES TO PAY (I) ON THE MATURITY DATE TO THE AGENT FOR THE
ACCOUNT OF EACH LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH STANDBY LOAN AND
(II) ON THE LAST DAY OF THE INTEREST PERIOD APPLICABLE THERETO TO THE AGENT FOR
THE APPLICABLE LENDER(S) THE THEN UNPAID PRINCIPAL AMOUNT OF EACH COMPETITIVE
LOAN.
THE BORROWER HEREBY UNCONDITIONALLY PROMISES TO PAY TO THE SWINGLINE
LENDER THE THEN UNPAID PRINCIPAL AMOUNT OF EACH SWINGLINE LOAN ON THE EARLIER OF
THE MATURITY DATE AND THE FIFTH BUSINESS DAY AFTER SUCH SWINGLINE LOAN IS MADE;
PROVIDED THAT ON EACH DATE THAT A STANDBY BORROWING OR COMPETITIVE BORROWING IS
MADE, THE BORROWER SHALL REPAY ALL SWINGLINE LOANS THEN OUTSTANDING.
(B)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN ACCOUNT
OR ACCOUNTS EVIDENCING THE INDEBTEDNESS 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 AGENT SHALL MAINTAIN ACCOUNTS IN WHICH IT WILL RECORD (I) THE
AMOUNT OF EACH LOAN MADE HEREUNDER, THE TYPE OF EACH LOAN MADE 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
27
AGENT HEREUNDER FROM THE BORROWER AND EACH LENDER'S SHARE THEREOF.
THE ENTRIES
MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO THIS SECTION SHALL, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND