PAYABLE ON THE SENIOR INTERIM LOAN MATURITY DATE, AS PROVIDED
IN SUBSECTION 2.5 (TO THE EXTENT NOT PAID PRIOR TO THE SENIOR INTERIM LOAN
MATURITY DATE AS PROVIDED IN SUBSECTION 3.4).
2.3
PROCEDURE FOR SENIOR INTERIM LOAN BORROWING.
THE BORROWER SHALL
HAVE GIVEN THE ADMINISTRATIVE AGENT NOTICE SPECIFYING THE AMOUNT OF THE SENIOR
INTERIM LOANS TO BE BORROWED AND THE PROPOSED BORROWING DATE (WHICH NOTICE MUST
HAVE BEEN RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 9:30 A.M., NEW YORK CITY
TIME ON THE CLOSING DATE, AND SHALL BE IRREVOCABLE AFTER FUNDING).
UPON RECEIPT
OF SUCH NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER
THEREOF.
EACH LENDER WILL MAKE THE AMOUNT OF ITS PRO RATA SHARE OF THE SENIOR
INTERIM LOAN COMMITMENTS AVAILABLE, IN EACH CASE FOR THE ACCOUNT OF THE BORROWER
AT THE OFFICE OF THE ADMINISTRATIVE AGENT SPECIFIED IN SUBSECTION 10.2 PRIOR TO
12:00 P.M., NEW YORK CITY TIME, ON THE CLOSING DATE, IN FUNDS IMMEDIATELY
AVAILABLE TO THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL ON SUCH
DATE CREDIT THE ACCOUNT OF THE BORROWER ON THE BOOKS OF THE ADMINISTRATIVE AGENT
WITH THE AGGREGATE OF THE AMOUNTS MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY
THE LENDERS AND IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT.
2.4
RECORD OF LOANS.
(A)
LENDER ACCOUNTS.
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH
ITS USUAL PRACTICE AN ACCOUNT OR ACCOUNTS EVIDENCING INDEBTEDNESS OF THE
BORROWER TO SUCH LENDER RESULTING FROM EACH SENIOR INTERIM LOAN OF 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.
(B)
REGISTER.
THE ADMINISTRATIVE AGENT SHALL MAINTAIN THE REGISTER
PURSUANT TO SUBSECTION 10.6(B), AND A SUBACCOUNT THEREIN FOR EACH LENDER, IN
WHICH SHALL BE RECORDED (I) THE AMOUNT OF EACH SENIOR INTERIM LOAN MADE
HEREUNDER, THE TYPE THEREOF AND EACH INTEREST PERIOD, IF ANY, 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) BOTH
THE AMOUNT OF ANY SUM RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FROM THE
BORROWER AND EACH LENDER'S SHARE THEREOF.
(C)
EVIDENCE.
THE ENTRIES MADE IN THE REGISTER AND THE ACCOUNTS OF
EACH LENDER MAINTAINED PURSUANT TO SUBSECTION 2.4(B) SHALL, TO THE EXTENT
PERMITTED BY APPLICABLE LAW,
50
BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS OF THE
BORROWER THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE FAILURE OF ANY LENDER OR
THE ADMINISTRATIVE AGENT TO MAINTAIN THE REGISTER OR ANY SUCH ACCOUNT, OR ANY
ERROR THEREIN, SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF THE BORROWER TO
REPAY (WITH APPLICABLE INTEREST) THE SENIOR INTERIM LOANS MADE TO THE BORROWER
BY SUCH LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
2.5
PERMANENT REFINANCING.
(A)
ON THE REFINANCING DATE, EACH THEN OUTSTANDING SENIOR INTERIM LOAN
SHALL BE CONVERTED INTO SENIOR NOTES HAVING AN AGGREGATE PRINCIPAL AMOUNT EQUAL
TO THE UNPAID PRINCIPAL AMOUNT OF SUCH