AND OTHERWISE DULY
COMPLETED, AND THE SWING LINE LOANS MADE BY THE SWING LINE LENDER SHALL BE
EVIDENCED BY A PROMISSORY NOTE MADE BY THE BORROWER AND PAYABLE TO THE ORDER OF
THE SWING LINE LENDER (THE "SWING LINE NOTE") IN SUBSTANTIALLY THE FORM OF
EXHIBIT E2 HERETO, IN A MAXIMUM PRINCIPAL AMOUNT EQUAL TO THE SWING LINE
COMMITMENT AND OTHERWISE DULY COMPLETED (THE LOAN NOTES AND THE SWING LINE NOTE
BEING COLLECTIVELY REFERRED TO AS THE "NOTES").
(B)
THE BORROWER HEREBY AUTHORIZES EACH BANK TO MAKE NOTATIONS OF ALL
LOANS AND ALL PAYMENTS AND PREPAYMENTS MADE ON ACCOUNT OF THE PRINCIPAL OF SUCH
LOANS AND INTEREST THEREON ON THE SCHEDULE ATTACHED TO ITS NOTE OR ON ITS
REGULARLY MAINTAINED LEDGER RECORDS AND ALL SUCH NOTATIONS SHALL, IN THE ABSENCE
OF MANIFEST ERROR, BE CONCLUSIVE AS TO THE DATE AND PRINCIPAL AMOUNT OF SUCH
LOAN, THE AMOUNT OF EACH PRINCIPAL PAYMENT THEREON, THE OUTSTANDING BALANCE
THEREUNDER AND THE INTEREST ACCRUED AND PAID THEREON; PROVIDED, HOWEVER, THAT
ANY FAILURE BY SUCH BANK TO MAKE ANY SUCH NOTATION SHALL NOT LIMIT OR OTHERWISE
AFFECT THE OBLIGATIONS OF THE BORROWER HEREUNDER OR UNDER THE NOTES IN RESPECT
OF THE LOANS.
SECTION 2.12.
PAYMENTS.
(A)
ALL PAYMENTS OF PRINCIPAL, INTEREST, FEES
AND OTHER AMOUNTS PAYABLE BY THE BORROWER HEREUNDER SHALL BE MADE IN DOLLARS, IN
IMMEDIATELY AVAILABLE FUNDS, TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
BANKS, PRO RATA, AT THE PRINCIPAL OFFICE OF THE ADMINISTRATIVE AGENT NO LATER
THAN 2:00 P.M., NEW YORK CITY TIME, ON THE DATES ON WHICH SUCH PAYMENTS SHALL
BECOME DUE.
EXCEPT AS PROVIDED IN CLAUSE (I) TO THE DEFINITION OF "INTEREST
PERIOD" SET FORTH IN SECTION 1.01 HEREOF, PAYMENTS WHICH ARE DUE ON A DAY WHICH
IS NOT A BUSINESS DAY SHALL BE PAYABLE ON THE FIRST (1ST) BUSINESS DAY
THEREAFTER AND INTEREST SHALL CONTINUE TO ACCRUE, AND SHALL BE PAYABLE FOR ANY
PRINCIPAL SO EXTENDED, IN EACH CASE FOR THE PERIOD OF SUCH EXTENSION.
EACH SUCH
PAYMENT MADE AFTER SUCH TIME ON SUCH DATES SHALL BE DEEMED TO HAVE BEEN MADE ON
THE NEXT SUCCEEDING BUSINESS DAY AND INTEREST SHALL ACCRUE THEREON ACCORDINGLY.
ALL PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE BANKS
HEREUNDER SHALL BE APPLIED FIRST, TO PAY ALL FEES, EXPENSES AND OTHER AMOUNTS
THEN DUE AND PAYABLE HEREUNDER, SECOND, TO PAY ACCRUED AND UNPAID INTEREST ON
THE LOANS AND THIRD, TO REPAY THE OUTSTANDING PRINCIPAL BALANCE OF THE LOANS;
PROVIDED, THAT AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT SUCH PAYMENTS SHALL
BE APPLIED IN SUCH ORDER AND TO SUCH AMOUNTS AS THE ADMINISTRATIVE AGENT SHALL
IN ITS SOLE DISCRETION DETERMINE.
THE ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT
IN IMMEDIATELY AVAILABLE FUNDS TO EACH BANK ITS PRO RATA SHARE OF ALL SUCH
PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT HEREUNDER FOR THE ACCOUNT OF SUCH
BANK.
(B)
THE BORROWER HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO SET OFF
OR CHARGE ANY ACCOUNT AT THE ADMINISTRATIVE AGENT WHICH IS MAINTAINED BY THE
BORROWER OR