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.
(C)
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 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.
(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 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.
(E)
ANY LENDER 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 EXHIBITS G-1, G-2, G-3, G-4 AND G-5, 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.
BORROWER SHALL PAY TO THE 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 CLOSING DATE
TO BUT EXCLUDING THE DATE ON WHICH SUCH COMMITMENT TERMINATES.
ACCRUED
COMMITMENT FEES SHALL BE PAYABLE IN ARREARS ON THE LAST DAY OF MARCH, JUNE,
SEPTEMBER AND DECEMBER OF EACH YEAR AND ON THE DATE ON WHICH THE REVOLVING
COMMITMENTS TERMINATE, COMMENCING ON THE FIRST SUCH DATE TO OCCUR AFTER THE DATE
HEREOF.
ALL 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 OF COMPUTING COMMITMENT
FEES WITH RESPECT TO REVOLVING COMMITMENTS, A REVOLVING COMMITMENT OF A LENDER
SHALL BE DEEMED TO BE USED TO THE EXTENT OF THE OUTSTANDING REVOLVING LOANS AND
LC EXPOSURE OF SUCH LENDER (AND THE SWINGLINE