THE
ADMINISTRATIVE AGENT, THE BORROWERS SHALL EXECUTE AND DELIVER TO SUCH LENDER
(THROUGH 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), TENOR, AMOUNT
AND MATURITY OF ITS LOANS AND PAYMENTS WITH RESPECT THERETO.
(B)
IN ADDITION TO THE ACCOUNTS AND RECORDS REFERRED TO IN
SUBSECTION (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 SWINGLINE 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.
2.11
PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.
(A)
GENERAL.
ALL PAYMENTS TO BE MADE BY ANY BORROWER SHALL BE MADE
WITHOUT CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE, RECOUPMENT OR
SETOFF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL PAYMENTS BY ANY
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
36
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 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 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 ANY 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 IN 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 REVOLVING LOAN OF FIXED PERIOD EURODOLLAR LOANS (OR,
IN THE CASE OF ANY REVOLVING LOAN OF BASE RATE LOANS, PRIOR TO 12:00 NOON ON THE
DATE OF SUCH REVOLVING LOAN) THAT SUCH LENDER WILL NOT MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT SUCH LENDER'S SHARE OF SUCH REVOLVING LOAN, 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 REVOLVING
LOAN 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