OBLIGATIONS OF BORROWER TO REPAY THE LOANS OR OBLIGATIONS IN
ACCORDANCE WITH THEIR TERMS.
THE REGISTER SHALL BE SUBJECT TO THE TERMS OF
SECTION 12.2(C).
(D)
BORROWER AGREES THAT:
(I)
UPON WRITTEN NOTICE BY AGENT TO BORROWER THAT A PROMISSORY NOTE OR
OTHER EVIDENCE OF INDEBTEDNESS OR REPLACEMENT OF A LOST NOTE IS REQUESTED BY
AGENT (FOR ITSELF OR ON BEHALF OF ANY LENDER) TO EVIDENCE THE LOAN AND OTHER
OBLIGATIONS OWING OR PAYABLE TO, OR TO BE MADE BY, SUCH LENDER, BORROWER
PROMPTLY SHALL (AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS OF ANY SUCH
REQUEST AND IN THE EVENT OF A LOST NOTE UPON
2
RECEIPT OF CUSTOMARY AFFIDAVITS AND INDEMNITIES) EXECUTE AND DELIVER TO AGENT AN
APPROPRIATE PROMISSORY NOTE OR NOTES IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT AND BORROWER, PAYABLE TO THE ORDER OF SUCH LENDER IN A
PRINCIPAL AMOUNT EQUAL TO THE AMOUNT OF THE LOAN OWING OR PAYABLE TO SUCH
LENDER;
(II)
ALL REFERENCES TO "NOTES" IN THE LOAN DOCUMENTS SHALL MEAN NOTES,
IF ANY, TO THE EXTENT ISSUED (AND NOT RETURNED TO BORROWER FOR CANCELLATION)
HEREUNDER, AS THE SAME MAY BE AMENDED, SUPPLEMENTED, MODIFIED, DIVIDED AND/OR
RESTATED AND IN EFFECT FROM TIME TO TIME WHICH SHALL BE INCLUDED IN THE REGISTER
MAINTAINED BY THE AGENT; AND
(III)
UPON AGENT'S WRITTEN REQUEST (FOR ITSELF OR ON BEHALF OF ANY
LENDER), AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS OF ANY SUCH REQUEST,
BORROWER SHALL EXECUTE AND DELIVER TO AGENT NEW NOTES AND/OR SPLIT OR DIVIDE THE
NOTES, OR ANY OF THEM, IN EXCHANGE FOR THE THEN EXISTING SUBJECT NOTES, IN SUCH
SMALLER AMOUNTS OR DENOMINATIONS AS AGENT OR SUCH LENDER SHALL SPECIFY;
PROVIDED, THAT THE AGGREGATE PRINCIPAL AMOUNT OF SUCH NEW, SPLIT OR DIVIDED
NOTES SHALL NOT EXCEED THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES OUTSTANDING
AT THE TIME SUCH REQUEST IS MADE; AND PROVIDED, FURTHER, THAT SUCH NOTES THAT
ARE REPLACED SHALL THEN BE DEEMED NO LONGER OUTSTANDING HEREUNDER AND REPLACED
BY SUCH NEW NOTES, PROMPTLY CANCELLED AND RETURNED TO BORROWER WITHIN A
REASONABLE PERIOD OF TIME AFTER AGENT'S RECEIPT OF THE REPLACEMENT NOTES.
2.3
INTEREST
(A)
SUBJECT TO SECTION 2.3(C), THE LOAN SHALL BEAR INTEREST ON THE
OUTSTANDING PRINCIPAL AMOUNT THEREOF FROM THE DATE MADE AT A RATE PER ANNUM
EQUAL TO (I) THE GREATER OF (A) LIBOR RATE IN EFFECT FROM TIME TO TIME OR
(B) 3.75%, PLUS (II) THE APPLICABLE MARGIN IN EFFECT FROM TIME TO TIME.
(B)
INTEREST ON THE LOAN SHALL BE DUE AND PAYABLE IN CASH IN ARREARS
ON EACH INTEREST PAYMENT DATE AND ON THE DATE OF ANY PREPAYMENT (ACTUAL OR DUE)
OF THE LOAN PURSUANT TO SECTIONS 2.4 AND 2.5.
(C)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF
DEFAULT, THE OBLIGATIONS SHALL BEAR INTEREST AT THE DEFAULT RATE UPON WRITTEN
NOTICE OF SUCH INCREASE GIVEN BY AGENT TO BORROWER; PROVIDED, THAT, FROM AND
AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT UNDER SECTIONS VIII (A), (G) OR