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, TYPE (IF
APPLICABLE), 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 BORROWERS
HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE OBLIGATIONS.
UPON RECEIPT
OF AN AFFIDAVIT OF A LENDER AS TO THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
SUCH LENDER'S NOTE AND UPON CANCELLATION OF SUCH NOTE, THE BORROWERS WILL ISSUE,
IN LIEU THEREOF, A REPLACEMENT NOTE IN FAVOR OF SUCH LENDER, IN THE SAME
PRINCIPAL AMOUNT THEREOF AND OTHERWISE OF LIKE TENOR.
75
(B)
IN ADDITION TO THE ACCOUNTS AND RECORDS
REFERRED TO IN SECTION 2.11(A), EACH LENDER AND THE ADMINISTRATIVE AGENT SHALL
MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE ACCOUNTS OR RECORDS EVIDENCING
THE PURCHASES AND SALES BY SUCH LENDER OF PARTICIPATIONS IN LETTERS OF CREDIT
AND SWING LINE LOANS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND
RECORDS MAINTAINED BY THE ADMINISTRATIVE AGENT AND THE ACCOUNTS AND RECORDS OF
ANY LENDER IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE
ADMINISTRATIVE AGENT SHALL CONTROL IN THE ABSENCE OF MANIFEST ERROR.
2.12
Payments Generally; Administrative Agent's
Clawback.
(A)
GENERAL.
ALL PAYMENTS TO BE MADE BY THE
BORROWERS SHALL BE MADE WITHOUT CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM,
DEFENSE, RECOUPMENT OR SETOFF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
ALL PAYMENTS BY THE BORROWERS 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. 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 IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 2.14.
ALL PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT
AFTER 2:00 P.M. SHALL, AT THE OPTION OF THE ADMINISTRATIVE AGENT, BE DEEMED
RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST OR FEE
SHALL CONTINUE TO ACCRUE.
(B)
(I)
FUNDING BY LENDERS; PRESUMPTION BY ADMINISTRATIVE AGENT.
UNLESS THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A LENDER PRIOR TO THE
PROPOSED DATE OF ANY BORROWING OF LIBO RATE LOANS (OR, IN THE CASE OF ANY
BORROWING OF PRIME RATE LOANS, PRIOR TO 12:00 NOON ON THE DATE OF SUCH
BORROWING) THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE ADMINISTRATIVE AGENT
SUCH LENDER'S SHARE OF SUCH BORROWING, THE ADMINISTRATIVE AGENT MAY ASSUME THAT
SUCH LENDER HAS MADE SUCH SHARE AVAILABLE ON SUCH DATE IN ACCORDANCE WITH
SECTION 2.02 (OR, IN THE CASE OF A BORROWING OF PRIME RATE LOANS, THAT SUCH
LENDER HAS MADE SUCH SHARE AVAILABLE IN ACCORDANCE