ANY AGENT HEREUNDER FOR THE ACCOUNT
OF THE LENDERS AND EACH LENDER'S SHARE THEREOF.
THE LONDON AGENT SHALL FURNISH
TO THE FACILITY AGENT, PROMPTLY AFTER THE MAKING OF ANY LOAN OR BORROWING WITH
RESPECT TO WHICH IT IS THE APPLICABLE AGENT OR THE RECEIPT OF ANY PAYMENT OF
PRINCIPAL OR INTEREST WITH RESPECT TO ANY SUCH LOAN OR BORROWING, INFORMATION
WITH RESPECT THERETO THAT WILL ENABLE THE FACILITY AGENT TO MAINTAIN THE
ACCOUNTS REFERRED TO IN THE PRECEDING SENTENCE.
(D)
THE ENTRIES MADE IN THE ACCOUNTS MAINTAINED PURSUANT TO
PARAGRAPH (B) OR (C) OF THIS SECTION SHALL BE PRIMA FACIE EVIDENCE OF THE
EXISTENCE AND AMOUNTS OF THE OBLIGATIONS RECORDED THEREIN; PROVIDED THAT THE
FAILURE OF ANY LENDER OR THE FACILITY AGENT TO MAINTAIN SUCH ACCOUNTS OR ANY
ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF ANY BORROWER TO
REPAY THE LOANS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(E)
FOR THE PURPOSES OF ARTICLE 572 OF THE SPANISH CIVIL PROCEDURE LAW (LEY DE
ENJUICIAMIENTO CIVIL), ALL PARTIES TO THIS AGREEMENT EXPRESSLY AGREE THAT THE
EXACT AMOUNT DUE AT ANY TIME FROM ICE TO ANY LENDER WILL BE THE AMOUNT SPECIFIED
IN A CERTIFICATE ISSUED BY THE FACILITY AGENT AS REPRESENTATIVE OF SUCH LENDER
OR BY SUCH LENDER WITH RESPECT TO THE AMOUNT OWED TO SUCH LENDER AND REFLECTING
THE BALANCE OF THE ACCOUNTS REFERRED TO IN PARAGRAPHS (C) AND (D) ABOVE.
FOR
PURPOSES OF SPANISH LAW, THE AMOUNT SO SPECIFIED WILL BE CONSIDERED AS LIQUID,
DUE AND PAYABLE, PROVIDED THAT THE RELEVANT CERTIFICATE HAS BEEN FORMALIZED IN A
PUBLIC DEED (DOCUMENTO FEHACIENTE) AUTHORIZED BY A SPANISH NOTARY PUBLIC WHO
WILL CERTIFY THAT THE CALCULATION OF THE BALANCE HAS BEEN MADE CONSISTENTLY WITH
THE PROCEDURE AGREED BY THE PARTIES TO THIS AGREEMENT.
48
(F)
AS A CONSEQUENCE OF PARAGRAPHS (B) THROUGH (E) ABOVE, ENFORCEMENT AGAINST
ICE MAY BE INITIATED IN SPAIN IF ALL OR ANY PORTION OF THE SPANISH OBLIGATIONS
HAS BEEN DECLARED IMMEDIATELY DUE AND PAYABLE PURSUANT TO THIS AGREEMENT, BY
PRESENTING:
(I) THE FIRST AUTHORIZED COPY OF THE NOTARIZED DEED FORMALIZING THIS AGREEMENT
ISSUED BY A SPANISH NOTARY PUBLIC OR AN ORIGINAL OF THIS AGREEMENT EXECUTED AS A
NOTARIAL DEED ATTESTED TO BY A SPANISH NOTARY PUBLIC;
(II) THE PUBLIC DEED WHICH INCORPORATES THE CERTIFICATE ISSUED BY THE FACILITY
AGENT OR BY ANY LENDER REFERRED TO IN PARAGRAPH (E) ABOVE, SETTING FORTH THE
TOTAL AMOUNT OWED BY ICE AND CONFIRMING THAT THE COMPUTATION OF SUCH AMOUNT HAS
BEEN MADE CONSISTENT WITH THE PROCEDURE AGREED UPON BY THE PARTIES IN THIS
SECTION;
(III) AN EXCERPT OF THE CREDITS AND DEBITS WHICH APPEAR IN THE RELEVANT ACCOUNTS
REFERRED TO IN PARAGRAPHS (C) AND (D) ABOVE; AND
(IV) A DOCUMENT EVIDENCING THAT ICE HAS BEEN SERVED NOTICE OF THE AMOUNT DUE AND
PAYABLE.
(G)
ANY LENDER MAY REQUEST THAT US TRANCHE REVOLVING LOANS MADE BY IT BE
EVIDENCED BY A PROMISSORY NOTE.
IN SUCH EVENT, THE COMPANY SHALL PREPARE,
EXECUTE AND DELIVER TO SUCH LENDER A