SUCH PORTION IS PAID, PROVIDED THAT ANY LOAN THAT IS REPAID ON
THE SAME DAY ON WHICH IT IS MADE SHALL, SUBJECT TO SECTION 2.11(A), BEAR
INTEREST FOR ONE DAY.
EACH DETERMINATION BY THE LENDER OF AN INTEREST RATE OR
FEE HEREUNDER SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST
ERROR.
2.10
EVIDENCE OF DEBT.
(A)
THE CREDIT EXTENSIONS MADE BY THE LENDER
SHALL BE EVIDENCED BY ONE OR MORE ACCOUNTS OR RECORDS MAINTAINED BY THE LENDER
IN THE ORDINARY COURSE OF BUSINESS.
THE ACCOUNTS OR RECORDS MAINTAINED BY THE
LENDER SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR OF THE AMOUNT OF THE CREDIT
EXTENSIONS MADE BY THE LENDER TO BORROWER AND THE INTEREST AND PAYMENTS
THEREON.
ANY FAILURE TO SO RECORD OR ANY ERROR IN DOING SO SHALL NOT, HOWEVER,
LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF BORROWER HEREUNDER TO PAY ANY AMOUNT
OWING WITH RESPECT TO THE OBLIGATIONS.
UPON THE REQUEST OF THE LENDER, BORROWER
SHALL EXECUTE AND DELIVER TO THE LENDER A NOTE, WHICH SHALL EVIDENCE THE
LENDER'S LOANS IN ADDITION TO SUCH ACCOUNTS OR RECORDS.
THE 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 SUBSECTION
(A), THE LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE ACCOUNTS OR
RECORDS EVIDENCING THE PURCHASES AND SALES BY THE LENDER OF PARTICIPATIONS IN
LETTERS OF CREDIT.
2.11
PAYMENTS GENERALLY.
(A)(I)
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 LENDER, AT THE LENDER'S
OFFICE IN DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS NOT LATER THAN 12:00 NOON
ON THE DATE SPECIFIED HEREIN.
ALL PAYMENTS RECEIVED BY THE LENDER AFTER 12:00
NOON 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 IN COMPUTING INTEREST OR FEES, AS THE CASE MAY BE.
(ii)
On each date when the payment of any principal, interest or fees
are due hereunder or under any Note, Borrower agrees to maintain on deposit in
an ordinary checking account maintained by Borrower with the Lender (as such
account shall be designated by Borrower in a written notice to the Lender from
time to time, the "Borrower Account") an amount sufficient to pay such
principal, interest or
fees in full on such date.
Borrower hereby authorizes
the Lender (A) to deduct automatically all principal, interest or fees when due
hereunder or under any Note from the Borrower Account, and (B) if and to the
extent any payment of principal, interest or fees