BE DISREGARDED.
(B)
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.
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(C)
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 2.07.
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.
(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 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 AMOUNTS OF THE OBLIGATIONS
THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY LENDER OR THE 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 OR CAUSE THE BORROWER'S OBLIGATIONS TO BE GREATER THAN THEY WOULD HAVE
BEEN ABSENT SUCH FAILURE OR ERROR.
(C)
ANY LENDER MAY REQUEST THAT LOANS MADE BY IT TO THE BORROWER BE EVIDENCED
BY A PROMISSORY NOTE OF THE BORROWER.
IN SUCH EVENT, THE 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) AND IN A FORM APPROVED BY THE AGENT.
THEREAFTER, THE LOANS
EVIDENCED BY SUCH PROMISSORY NOTE AND INTEREST THEREON SHALL AT ALL TIMES
(INCLUDING AFTER ASSIGNMENT PURSUANT TO SECTION 9.04) 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 2.08.
INTEREST ON LOANS.
(A)
SUBJECT TO SECTION 2.09, THE LOANS
COMPRISING EACH EURODOLLAR