ANY AND ALL BREAKAGE
COSTS, AND (III) ALL HEDGE BREAKAGE COSTS AND ANY OTHER AMOUNTS PAYABLE BY THE
BORROWER UNDER OR WITH RESPECT TO ANY HEDGING AGREEMENT.
SECTION 2.5
THE NOTES.
(A)
THE ADVANCES MADE BY THE LENDERS HEREUNDER SHALL BE EVIDENCED BY A
DULY EXECUTED PROMISSORY NOTE OF THE BORROWER PAYABLE TO EACH MANAGING AGENT, ON
BEHALF OF THE APPLICABLE LENDERS IN THE RELATED LENDER GROUP, IN SUBSTANTIALLY
THE FORM OF EXHIBIT B HERETO (COLLECTIVELY, THE "NOTES").
THE NOTES SHALL BE
DATED THE CLOSING DATE AND SHALL BE IN A MAXIMUM PRINCIPAL AMOUNT EQUAL TO THE
APPLICABLE LENDER GROUP'S GROUP ADVANCE LIMIT, AND SHALL OTHERWISE BE DULY
COMPLETED.
(B)
EACH MANAGING AGENT IS HEREBY AUTHORIZED TO ENTER ON A SCHEDULE
ATTACHED TO ITS NOTES THE FOLLOWING NOTATIONS (WHICH MAY BE COMPUTER GENERATED)
WITH RESPECT TO EACH ADVANCE MADE BY EACH LENDER IN THE APPLICABLE LENDER
GROUP:
(I) THE DATE AND PRINCIPAL AMOUNT THEREOF AND (II) EACH PAYMENT AND
REPAYMENT OF PRINCIPAL THEREOF, AND ANY SUCH RECORDATION SHALL CONSTITUTE PRIMA
FACIE EVIDENCE OF THE ACCURACY OF THE INFORMATION SO RECORDED.
THE FAILURE OF A
MANAGING AGENT TO MAKE ANY SUCH NOTATION ON THE SCHEDULE ATTACHED TO THE
APPLICABLE NOTE SHALL NOT LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF THE
BORROWER TO REPAY THE ADVANCES IN ACCORDANCE WITH THEIR RESPECTIVE TERMS AS SET
FORTH HEREIN.
33
SECTION 2.6
INTEREST PAYMENTS.
(A)
INTEREST SHALL ACCRUE ON EACH ADVANCE DURING EACH SETTLEMENT
PERIOD AT THE APPLICABLE INTEREST RATE.
THE BORROWER SHALL PAY INTEREST ON THE
UNPAID PRINCIPAL AMOUNT OF EACH ADVANCE FOR THE PERIOD COMMENCING ON AND
INCLUDING THE FUNDING DATE OF SUCH ADVANCE UNTIL BUT EXCLUDING THE DATE THAT
SUCH ADVANCE SHALL BE PAID IN FULL.
INTEREST SHALL ACCRUE DURING EACH
SETTLEMENT PERIOD AND BE PAYABLE ON THE ADVANCES OUTSTANDING ON EACH PAYMENT
DATE, UNLESS EARLIER PAID PURSUANT TO (I) A PREPAYMENT IN ACCORDANCE WITH
SECTION 2.3(B) OR (II) A REPAYMENT IN ACCORDANCE WITH SECTION 2.4(B).
(B)
EACH MANAGING AGENT SHALL DETERMINE (IN ACCORDANCE WITH
INFORMATION PROVIDED BY THE RELEVANT CP LENDER AND/OR COMMITTED LENDERS IN THE
RELATED LENDER GROUP, AS APPLICABLE) ITS ESTIMATE OF THE INTEREST (INCLUDING
UNPAID INTEREST, IF ANY DUE AND PAYABLE ON A PRIOR PAYMENT DATE) TO BE PAID TO
THE LENDERS IN THE APPLICABLE LENDER GROUP ON EACH PAYMENT DATE FOR THE RELATED
SETTLEMENT PERIOD AND SHALL ADVISE THE ADMINISTRATIVE AGENT AND THE SERVICER, ON
BEHALF OF THE BORROWER, THEREOF THREE (3) BUSINESS DAYS PRIOR TO EACH PAYMENT
DATE.
IN THE EVENT THAT ANY MANAGING AGENT'S, CP LENDER'S OR COMMITTED
LENDER'S, AS APPLICABLE, ESTIMATE OF THE INTEREST PAYABLE FOR A RELATED
SETTLEMENT PERIOD IS DIFFERENT FROM THE ACTUAL AMOUNT OF INTEREST FOR SUCH
SETTLEMENT PERIOD, THE MANAGING AGENT SHALL INCREASE OR DECREASE ITS ESTIMATE OF
INTEREST FOR THE NEXT SUCCEEDING SETTLEMENT PERIOD BY THE AMOUNT OF SUCH
DIFFERENCE, PLUS INTEREST THEREON, IF APPLICABLE.
FAILURE TO SET ASIDE ANY
AMOUNT SO ACCRUED SHALL NOT RELIEVE THE BORROWER OR THE SERVICER ON BEHALF OF
THE BORROWER OF ITS