TO THE
TERM ADMINISTRATIVE AGENT.
(D)
THE TERM ADMINISTRATIVE AGENT MAY RELY ON ANY REQUEST FOR ANY FINANCIAL
ACCOMMODATION UNDER THE TERM LOAN WHICH THE TERM ADMINISTRATIVE AGENT, IN GOOD
FAITH, BELIEVES TO HAVE BEEN MADE BY A PERSON DULY AUTHORIZED TO ACT ON BEHALF
OF THE LEAD BORROWER AND MAY DECLINE TO PROVIDE ANY SUCH FINANCIAL ACCOMMODATION
PENDING THE TERM ADMINISTRATIVE AGENT'S BEING FURNISHED WITH SUCH DOCUMENTATION
CONCERNING THAT PERSON'S AUTHORITY TO ACT AS MAY BE SATISFACTORY TO THE TERM
ADMINISTRATIVE AGENT.
33
(E)
IF, AT ANY TIME OR FROM TIME TO TIME, A DEFAULT OR EVENT OF DEFAULT EXISTS
WHICH IS CONTINUING, THE TERM ADMINISTRATIVE AGENT MAY SUSPEND THE RIGHT OF THE
LEAD BORROWER TO CONVERT ANY BASE MARGIN LOAN TO AN INDEX LOAN.
2.4
TERM AGENT'S RECORDS OF LIABILITIES
(A)
THE TERM ADMINISTRATIVE AGENT MAY ALSO KEEP A RECORD OF ALL INTEREST,
FEES, SERVICE CHARGES, COSTS, EXPENSES, AND OTHER DEBITS OWED TO THE TERM AGENTS
AND THE TERM LENDERS ON ACCOUNT OF THE LIABILITIES AND OF ALL CREDITS AGAINST
SUCH AMOUNTS SO OWED.
(B)
ALL CREDITS AGAINST THE LIABILITIES SHALL BE CONDITIONAL UPON RECEIPT OF
FINAL PAYMENT TO THE TERM ADMINISTRATIVE AGENT AND THE TERM LENDERS OF THE ITEMS
GIVING RISE TO SUCH CREDITS.
THE AMOUNT OF ANY ITEM CREDITED AGAINST THE
LIABILITIES WHICH IS CHARGED BACK AGAINST ANY TERM AGENT OR THE TERM LENDERS FOR
ANY REASON OR IS NOT SO PAID SHALL BE A LIABILITY AND SHALL BE DUE AND PAYABLE
HEREUNDER, WHETHER OR NOT THE ITEM SO CHARGED BACK OR NOT SO PAID IS RETURNED.
(C)
BORROWERS HEREBY AUTHORIZE THE REVOLVING LOAN AGENT, FROM TIME TO TIME,
WITHOUT PRIOR NOTICE TO BORROWERS, TO CHARGE SUCH ALL AMOUNTS OWED TO THE TERM
AGENTS AND THE TERM LENDERS ON ACCOUNT OF THE LIABILITIES NOT PAID BY THE
BORROWERS (WHEN DUE AND PAYABLE), TO THE BORROWERS' LOAN ACCOUNT UNDER THE
REVOLVING LOAN AGREEMENT AND TO USE THE PROCEEDS OF AN ADVANCE UNDER THE
REVOLVING LOAN AGREEMENT TO PAY ALL SUCH AMOUNTS TO THE TERM AGENTS AND THE TERM
LENDERS WHEN DUE.
(D)
ANY STATEMENT RENDERED BY THE TERM ADMINISTRATIVE AGENT OR THE TERM
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
TERM 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 TERM ADMINISTRATIVE AGENT'S AND TERM 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.
2.5
THE TERM NOTE.
The Borrowers' obligation to repay the Term Loan, with interest as provided
herein, may, upon the request of any Term Lender, be evidenced by a Note or
Notes (each, individually, and collectively, in the aggregate, a "Term