PAID AND
SHALL NOT BE REFUNDABLE FOR ANY REASON WHATSOEVER.
2.09
COMPUTATION OF INTEREST AND FEES.
THE ADMINISTRATIVE AGENT SHALL
DETERMINE THE EURODOLLAR RATE NO MORE THAN 3 BUSINESS DAYS, AND NO LESS THAN 1
BUSINESS DAY, PRIOR TO THE CLOSING DATE AND THEREAFTER, THE FIRST DAY OF EACH
SUBSEQUENT INTEREST PERIOD.
UPON SUCH DETERMINATION, THE ADMINISTRATIVE AGENT
SHALL NOTIFY THE BORROWER AND EACH LENDER OF SUCH DETERMINATION.
ALL
COMPUTATIONS OF FEES AND INTEREST SHALL BE MADE ON THE BASIS OF A 360-DAY YEAR
AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN MORE FEES OR INTEREST, AS APPLICABLE,
BEING PAID THAN IF COMPUTED ON THE BASIS OF A 365-DAY YEAR).
INTEREST SHALL
ACCRUE ON EACH LOAN FOR THE DAY ON WHICH THE LOAN IS MADE, AND SHALL NOT ACCRUE
ON A LOAN, OR ANY PORTION THEREOF, FOR THE DAY ON WHICH THE LOAN OR 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 ADMINISTRATIVE AGENT OF AN INTEREST RATE OR FEE HEREUNDER
SHALL BE CONCLUSIVE AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR.
2.10
EVIDENCE OF DEBT.
THE LOANS MADE BY EACH LENDER SHALL BE EVIDENCED
BY ONE OR MORE ACCOUNTS OR RECORDS MAINTAINED BY SUCH LENDER AND BY THE
ADMINISTRATIVE AGENT IN THE ORDINARY COURSE OF BUSINESS.
THE ACCOUNTS OR
RECORDS MAINTAINED BY THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR OF THE AMOUNT OF THE LOANS MADE BY THE LENDERS
TO THE 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 THE BORROWER HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE
OBLIGATIONS.
IN THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS
MAINTAINED BY ANY LENDER AND THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE
AGENT IN RESPECT OF SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE
AGENT (SET FORTH IN THE REGISTER) SHALL CONTROL IN THE ABSENCE OF MANIFEST
ERROR.
UPON THE REQUEST OF ANY LENDER MADE THROUGH THE ADMINISTRATIVE AGENT,
THE BORROWER SHALL EXECUTE AND DELIVER TO SUCH LENDER (THROUGH THE
ADMINISTRATIVE AGENT) A BRIDGE NOTE, WHICH SHALL EVIDENCE SUCH LENDER'S BRIDGE
LOANS IN ADDITION TO SUCH ACCOUNTS OR RECORDS.
EACH LENDER MAY ATTACH SCHEDULES
TO ITS BRIDGE NOTE AND ENDORSE THEREON THE DATE, AMOUNT AND MATURITY OF ITS
BRIDGE LOANS AND PAYMENTS WITH RESPECT THERETO.
2.11
PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.
(A) GENERAL
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
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