EXECUTE AND DELIVER TO SUCH LENDER (THROUGH THE
ADMINISTRATIVE AGENT) A NOTE, WHICH SHALL EVIDENCE SUCH LENDER'S LOANS IN
ADDITION TO SUCH ACCOUNTS OR RECORDS.
EACH LENDER MAY ATTACH SCHEDULES TO ITS
NOTE AND ENDORSE THEREON THE DATE, AMOUNT AND MATURITY OF ITS LOANS AND PAYMENTS
WITH RESPECT THERETO. ANY FAILURE TO SO ATTACH OR ENDORSE, OR ANY ERROR IN DOING
SO, SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF THE BORROWER
HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE LOANS. UPON RECEIPT OF AN
AFFIDAVIT AND INDEMNITY OF A LENDER AS TO THE LOSS, THEFT, DESTRUCTION OR
MUTILATION OF SUCH LENDER'S NOTE AND UPON CANCELLATION OF SUCH NOTE, THE
BORROWER WILL ISSUE, IN LIEU THEREOF, A REPLACEMENT NOTE IN FAVOR OF SUCH
LENDER, IN THE SAME PRINCIPAL AMOUNT THEREOF AND OTHERWISE OF LIKE TENOR, AT
SUCH LENDER'S EXPENSE.
SECTION 2.08.
PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.
(A)
ALL PAYMENTS TO BE MADE BY THE BORROWER SHALL BE MADE WITHOUT CONDITION OR
DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE, RECOUPMENT OR SETOFF.
EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL PAYMENTS BY THE BORROWER HEREUNDER
SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE RESPECTIVE
LENDERS TO WHICH SUCH PAYMENT IS OWED, AT THE ADMINISTRATIVE AGENT'S OFFICE IN
DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN 2:00 P.M., EASTERN
STANDARD TIME, ON THE DATE SPECIFIED HEREIN.
THE ADMINISTRATIVE AGENT WILL
PROMPTLY DISTRIBUTE TO EACH LENDER ITS APPLICABLE PERCENTAGE (OR OTHER
APPLICABLE SHARE AS PROVIDED HEREIN) OF SUCH PAYMENT IN LIKE FUNDS AS RECEIVED
BY WIRE TRANSFER TO SUCH LENDER'S LENDING OFFICE.
ALL PAYMENTS RECEIVED BY THE
ADMINISTRATIVE AGENT AFTER 2:00 P.M., EASTERN STANDARD TIME, SHALL BE DEEMED
RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST SHALL
CONTINUE TO ACCRUE.
IF ANY PAYMENT TO BE MADE BY THE BORROWER SHALL COME DUE ON
A DAY OTHER THAN A BUSINESS DAY, PAYMENT SHALL BE MADE EITHER (I) ON THE NEXT
FOLLOWING BUSINESS DAY, AND SUCH EXTENSION OF TIME SHALL BE REFLECTED IN
COMPUTING INTEREST OR (II) ON THE IMMEDIATELY PRECEDING BUSINESS DAY; PROVIDED
THAT IN NO EVENT WILL SUCH PAYMENT CONSTITUTE A PREPAYMENT UNDER SECTION 2.03.
(B)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
BORROWER PRIOR TO THE TIME AT WHICH ANY PAYMENT IS DUE TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF THE LENDERS HEREUNDER THAT THE BORROWER WILL NOT MAKE
SUCH PAYMENT, THE ADMINISTRATIVE AGENT MAY ASSUME THAT THE BORROWER HAS MADE
SUCH PAYMENT ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH
ASSUMPTION, DISTRIBUTE TO THE LENDERS THE AMOUNT DUE.
IN SUCH EVENT, IF THE
BORROWER HAS NOT IN FACT MADE SUCH PAYMENT, THEN EACH OF THE LENDERS SEVERALLY
AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH ON DEMAND THE AMOUNT SO
DISTRIBUTED TO SUCH LENDER, IN IMMEDIATELY AVAILABLE FUNDS WITH INTEREST
THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS DISTRIBUTED TO
IT TO BUT EXCLUDING THE DATE OF PAYMENT TO THE