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, 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 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.
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
46
PERCENTAGE IN RESPECT OF THE RELEVANT FACILITY (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. 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 THE BORROWERS 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)
(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 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 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
THE BORROWERS 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