MANAGING AGENTS OF AMOUNTS PAYABLE BY THE BORROWER
HEREUNDER SHALL BE BINDING UPON THE BORROWER ABSENT MANIFEST ERROR.
SECTION 2.10.
REPORTS.
ON EACH DETERMINATION DATE,
THE BORROWER SHALL CAUSE THE MASTER SERVICER TO PROVIDE TO THE MANAGING AGENTS,
THE AGENT AND THE SURETY PROVIDER (A) THE MASTER SERVICER'S MONTHLY CERTIFICATE
FOR THE RELATED COLLECTION PERIOD, (B) A SCHEDULE OF ACCOUNTS WITH RESPECT TO
ALL ACCOUNTS OWNED BY THE BORROWER AND (C) SUCH OTHER INFORMATION AS THE
MANAGING AGENTS, THE AGENT OR THE SURETY PROVIDER MAY REASONABLY REQUEST.
SECTION 2.11.
[RESERVED]
SECTION 2.12.
SHARING OF PAYMENTS, ETC.
IF ANY
LENDER OR ANY BANK INVESTOR (FOR PURPOSES OF THIS SECTION ONLY, BEING A
"RECIPIENT") SHALL OBTAIN ANY PAYMENT (WHETHER VOLUNTARY, INVOLUNTARY, THROUGH
THE EXERCISE OF ANY RIGHT OF SETOFF, OR OTHERWISE) ON ACCOUNT OF THE PORTION OF
THE NET INVESTMENT FUNDED OR MAINTAINED BY IT (OTHER THAN PURSUANT TO THE
APPLICABLE FEE LETTER, SECTION 2.16(B) OR ARTICLE VII AND OTHER THAN AS A RESULT
OF THE DIFFERENCES IN THE TIMING OF THE APPLICATIONS OF AVAILABLE COLLECTIONS)
IN EXCESS OF ITS RATABLE SHARE OF PAYMENTS ON ACCOUNT OF THE NET INVESTMENT
OBTAINED BY THE RECIPIENT ENTITLED THERETO, SUCH RECIPIENT SHALL FORTHWITH
PURCHASE FROM THE LENDERS OR BANK INVESTORS ENTITLED TO A SHARE OF SUCH AMOUNT
PARTICIPATIONS IN THE PORTIONS OF THE NET INVESTMENT FUNDED OR MAINTAINED BY
SUCH PERSONS AS SHALL BE NECESSARY TO CAUSE SUCH RECIPIENT TO SHARE THE EXCESS
PAYMENT RATABLY WITH EACH SUCH OTHER PERSON ENTITLED THERETO; PROVIDED, HOWEVER,
THAT IF ALL OR ANY PORTION OF SUCH EXCESS PAYMENT IS THEREAFTER RECOVERED FROM
SUCH RECIPIENT, SUCH PURCHASE FROM EACH SUCH OTHER PERSON SHALL BE RESCINDED AND
EACH SUCH OTHER PERSON SHALL REPAY TO THE RECIPIENT THE PURCHASE PRICE PAID BY
SUCH RECIPIENT FOR SUCH PARTICIPATION TO THE EXTENT OF SUCH RECOVERY, TOGETHER
WITH AN AMOUNT EQUAL TO SUCH OTHER PERSON'S RATABLE SHARE (ACCORDING TO THE
PROPORTION OF (A) THE AMOUNT OF SUCH OTHER PERSON'S REQUIRED PAYMENT TO (B) THE
TOTAL AMOUNT SO RECOVERED FROM THE RECIPIENT) OF ANY INTEREST OR OTHER AMOUNT
PAID OR PAYABLE BY THE RECIPIENT IN RESPECT OF THE TOTAL AMOUNT SO RECOVERED.
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SECTION 2.13.
RIGHT OF SETOFF.
WITHOUT IN ANY WAY
LIMITING THE PROVISIONS OF SECTION 2.12, EACH OF THE MANAGING AGENTS, THE AGENT,
EACH LENDER AND EACH BANK INVESTOR IS HEREBY AUTHORIZED (IN ADDITION TO ANY
OTHER RIGHTS IT MAY HAVE) AT ANY TIME AFTER THE OCCURRENCE OF THE FACILITY
TERMINATION DATE DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT OR FACILITY
TERMINATION EVENT OR DURING THE CONTINUANCE OF A POTENTIAL EVENT OF DEFAULT,
EVENT OF DEFAULT, POTENTIAL FACILITY TERMINATION EVENT OR FACILITY TERMINATION
EVENT TO SET-OFF, APPROPRIATE AND APPLY (WITHOUT PRESENTMENT, DEMAND, PROTEST OR
OTHER NOTICE WHICH ARE HEREBY EXPRESSLY WAIVED) ANY DEPOSITS AND ANY OTHER
INDEBTEDNESS HELD OR OWING BY THE MANAGING AGENTS, THE AGENT, SUCH LENDER OR
SUCH BANK INVESTOR TO, OR FOR THE ACCOUNT OF, THE BORROWER.
THE APPLICABLE
MANAGING AGENT SHALL CAUSE ANY AMOUNTS SO SET-OFF TO