BY THE AGENT OR THE LENDERS TO THE BORROWERS
CONCERNING THE LIABILITIES SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE
CONSIDERED CORRECT AND ACCEPTED BY THE BORROWERS AND SHALL BE CONCLUSIVELY
BINDING UPON THE BORROWERS UNLESS THE LEAD BORROWER PROVIDES THE ADMINISTRATIVE
AGENT WITH WRITTEN OBJECTION THERETO WITHIN TWENTY (20) DAYS FROM THE MAILING OF
SUCH STATEMENT, WHICH WRITTEN OBJECTION SHALL INDICATE, WITH PARTICULARITY, THE
REASON FOR SUCH OBJECTION.
IN THE ABSENCE OF MANIFEST ERROR, THE LOAN ACCOUNT
AND THE AGENT'S AND LENDERS' BOOKS AND RECORDS CONCERNING THE LOAN ARRANGEMENT
CONTEMPLATED HEREIN AND THE LIABILITIES SHALL BE PRIMA FACIE EVIDENCE AND PROOF
OF THE ITEMS DESCRIBED THEREIN.
2.9
THE REVOLVING CREDIT NOTE.
The Borrowers' obligation to repay loans and advances under the Revolving
Credit, with interest as provided herein, may be evidenced by a Note or Notes
(each, individually, and collectively, in the aggregate, a "Revolving Credit
Note") in the form of EXHIBIT 2.9, annexed hereto, executed by the Lead Borrower
and the other Borrowers, payable to the applicable Lender.
Neither the original
nor a copy of any Revolving Credit Note shall be required, however, to establish
or prove any Liability.
Upon the Lead Borrower being provided with an affidavit
(which shall include an indemnity reasonably satisfactory to the Lead Borrower)
from any Lender to the effect that a Revolving Credit Note has been lost,
mutilated, or destroyed, the Lead Borrower and the other Borrowers shall execute
and deliver a replacement thereof to such Lender.
2.10
PAYMENT OF THE LOAN ACCOUNT.
(A)
THE BORROWERS MAY REPAY ALL OR ANY PORTION OF THE PRINCIPAL BALANCE OF THE
LOAN ACCOUNT FROM TIME TO TIME UNTIL THE TERMINATION DATE, WITHOUT PREMIUM OR
PENALTY EXCEPT AS EXPRESSLY SET FORTH HEREIN.
(B)
THE BORROWERS, WITHOUT NOTICE OR DEMAND FROM THE ADMINISTRATIVE AGENT,
SHALL PAY THE ADMINISTRATIVE AGENT THAT AMOUNT, FROM TIME TO TIME, WHICH IS
NECESSARY SO THAT THERE IS NO OVERLOAN OUTSTANDING.
(C)
THE BORROWERS SHALL REPAY THE THEN ENTIRE UNPAID BALANCE OF THE REVOLVING
CREDIT AND ALL OTHER LIABILITIES ON THE TERMINATION DATE.
(D)
THE ADMINISTRATIVE AGENT SHALL CAUSE PAYMENTS, PURSUANT TO SECTIONS 2.10(A)
AND 2.10(B), TO BE APPLIED IN ACCORDANCE WITH SECTION 7.5(A) OF THIS AGREEMENT,
PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL CAUSE THOSE APPLICATION OF PAYMENTS
(IF ANY), PURSUANT TO SECTIONS 2.10(A) AND 2.10(B) AGAINST INDEX LOANS THEN
OUTSTANDING IN SUCH MANNER AS RESULTS IN THE LEAST COST TO THE BORROWERS, BUT
SHALL NOT HAVE ANY AFFIRMATIVE OBLIGATION TO DO SO NOR LIABILITY ON ACCOUNT OF
THE ADMINISTRATIVE AGENT'S FAILURE TO HAVE DONE SO.
IN NO EVENT SHALL ACTION OR
INACTION TAKEN BY THE ADMINISTRATIVE AGENT EXCUSE THE BORROWERS FROM ANY
INDEMNIFICATION OBLIGATION UNDER SECTION 2.10(E).
(E)
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, EACH BORROWER, JOINTLY AND
SEVERALLY, SHALL INDEMNIFY THE AGENT AND LENDERS AND HOLD THE AGENT AND LENDERS
HARMLESS FROM
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and against any loss, cost or expense (including loss of anticipated profits)
which the Agent or Lenders may sustain or incur (including, without limitation,
by virtue