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 APPLICABLE ADMINISTRATIVE AGENT SHALL MAINTAIN ACCOUNTS IN WHICH
IT WILL RECORD (I) THE AMOUNT AND APPROVED CURRENCY OF EACH LOAN MADE HEREUNDER,
THE TYPE AND CLASS THEREOF, THE NAME OF THE APPLICABLE BORROWER 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 APPLICABLE BORROWER TO EACH
APPLICABLE LENDER HEREUNDER; AND (III) THE AMOUNT OF ANY SUM RECEIVED BY SUCH
ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF THE APPLICABLE LENDERS AND
EACH SUCH 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 AS WELL AS THE BORROWER WHICH
RECEIVED SUCH LOANS OR LETTERS OF CREDIT; PROVIDED THAT THE FAILURE OF ANY
LENDER OR SUCH ADMINISTRATIVE AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY ERROR
THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATIONS OF THE BORROWERS TO REPAY
THE LOANS IN ACCORDANCE WITH THEIR TERMS.
(C)
PROMISSORY NOTES.
ANY LENDER BY WRITTEN NOTICE TO ADMINISTRATIVE
BORROWER (WITH A COPY TO THE ADMINISTRATIVE AGENTS) MAY REQUEST THAT LOANS OF
ANY CLASS MADE BY IT BE
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EVIDENCED BY A PROMISSORY NOTE (UNLESS ALREADY EVIDENCED BY A BANKERS'
ACCEPTANCE).
IN SUCH EVENT, THE APPLICABLE 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, K-2, K-3 OR K-4 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 11.04) 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.
THE BORROWERS AGREE TO PAY TO THE APPLICABLE
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH LENDER A COMMITMENT FEE (A
"COMMITMENT FEE") EQUAL TO THE APPLICABLE FEE PER ANNUM ON THE AVERAGE DAILY
UNUSED AMOUNT OF EACH COMMITMENT OF SUCH LENDER DURING THE PERIOD FROM AND
INCLUDING THE DATE HEREOF TO BUT EXCLUDING THE DATE ON WHICH SUCH COMMITMENT
TERMINATES.
ACCRUED COMMITMENT FEES SHALL BE PAYABLE IN ARREARS (A) ON THE LAST
BUSINESS DAY OF MARCH, JUNE, SEPTEMBER AND DECEMBER OF EACH YEAR, COMMENCING ON
THE FIRST SUCH DATE TO OCCUR AFTER THE DATE HEREOF, AND (B) ON THE DATE ON WHICH
SUCH COMMITMENT TERMINATES.
COMMITMENT 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).
FOR PURPOSES