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.
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(B)
IN ADDITION TO THE ACCOUNTS AND RECORDS
REFERRED TO IN SECTION 2.10(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.
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.
SECTION 2.11
PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S
CLAWBACK.
(A)
GENERAL.
ALL PAYMENTS TO BE MADE BY
BORROWER SHALL BE MADE WITHOUT CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM,
DEFENSE, RECOUPMENT OR SETOFF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
ALL PAYMENTS BY 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 3:00 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.
ALL PAYMENTS RECEIVED BY THE
ADMINISTRATIVE AGENT AFTER 3:00 P.M. SHALL BE DEEMED RECEIVED ON THE NEXT
SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST OR FEE SHALL CONTINUE TO
ACCRUE.
IF ANY PAYMENT TO BE MADE BY BORROWER SHALL COME DUE ON A DAY OTHER
THAN A BUSINESS DAY, PAYMENT SHALL BE MADE ON THE NEXT FOLLOWING BUSINESS DAY,
AND SUCH EXTENSION OF TIME SHALL BE REFLECTED ON COMPUTING INTEREST OR FEES, AS
THE CASE MAY BE.
(B)
PRESUMPTIONS BY ADMINISTRATIVE AGENT.
(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 EURODOLLAR
RATE LOANS (OR, IN THE CASE OF ANY BORROWING OF BASE RATE LOANS, PRIOR TO
1:00 P.M. 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
BASE RATE LOANS, THAT SUCH LENDER HAS MADE SUCH SHARE AVAILABLE IN ACCORDANCE
WITH AND AT THE TIME REQUIRED BY SECTION 2.02) AND MAY, IN RELIANCE UPON SUCH
ASSUMPTION, MAKE AVAILABLE TO BORROWER A CORRESPONDING AMOUNT.
IN SUCH EVENT,
IF A LENDER HAS NOT IN FACT MADE ITS SHARE OF THE APPLICABLE BORROWING AVAILABLE
TO THE ADMINISTRATIVE AGENT, THEN THE APPLICABLE LENDER ON THE ONE HAND AND
BORROWER ON THE OTHER SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE AGENT
FORTHWITH ON DEMAND SUCH