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.
(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 AND, IN THE CASE OF THE
ADMINISTRATIVE AGENT, ENTRIES IN THE REGISTER, 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.
(C)
ENTRIES MADE IN GOOD FAITH BY THE ADMINISTRATIVE AGENT IN THE
REGISTER PURSUANT TO SECTIONS 2.11(A) AND (B), AND BY EACH LENDER IN ITS ACCOUNT
OR ACCOUNTS PURSUANT TO SECTIONS 2.11(A) AND (B), SHALL BE PRIMA FACIE EVIDENCE
OF THE AMOUNT OF PRINCIPAL AND INTEREST DUE AND PAYABLE OR TO BECOME DUE AND
PAYABLE FROM THE BORROWER TO, IN THE CASE OF THE REGISTER, EACH LENDER AND, IN
THE CASE OF SUCH ACCOUNT OR ACCOUNTS, SUCH LENDER, UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, ABSENT MANIFEST ERROR; PROVIDED THAT THE FAILURE OF THE
ADMINISTRATIVE AGENT OR SUCH LENDER TO MAKE AN ENTRY, OR ANY FINDING THAT AN
ENTRY IS INCORRECT, IN THE REGISTER OR SUCH ACCOUNT OR ACCOUNTS SHALL NOT LIMIT
OR OTHERWISE AFFECT THE OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
SECTION 2.12
Payments Generally.
(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 WITH RESPECT TO PRINCIPAL AND INTEREST ON LOANS DENOMINATED IN AN
ALTERNATIVE CURRENCY SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT
OF THE RESPECTIVE LENDERS TO WHICH SUCH PAYMENT IS OWED, AT THE APPLICABLE
ADMINISTRATIVE AGENT'S OFFICE IN SUCH ALTERNATIVE CURRENCY AND IN SAME DAY FUNDS
NOT LATER THAN 2:00 P.M. (LONDON TIME) ON THE DATES SPECIFIED HEREIN.
IF, FOR
ANY REASON, THE BORROWER IS PROHIBITED BY ANY LAW FROM MAKING ANY REQUIRED
PAYMENT HEREUNDER IN AN ALTERNATIVE CURRENCY, THE BORROWER SHALL MAKE SUCH
PAYMENT IN DOLLARS IN THE DOLLAR AMOUNT OF THE ALTERNATIVE CURRENCY PAYMENT
AMOUNT.
THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE TO EACH LENDER ITS
PRO RATA SHARE (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 (I) AFTER 2:00 P.M., IN THE CASE
OF PAYMENTS IN DOLLARS, OR (II) AFTER 2:00 P.M. (LONDON TIME) IN THE CASE OF
PAYMENTS IN AN ALTERNATIVE CURRENCY, SHALL IN EACH CASE BE DEEMED RECEIVED ON
THE NEXT SUCCEEDING BUSINESS DAY AND ANY APPLICABLE INTEREST OR