AND 2.13, THE REVOLVING LOANS MAY
FROM TIME TO TIME BE (I) LIBOR LOANS, (II) BASE RATE LOANS OR (III) A
COMBINATION THEREOF, AS DETERMINED BY THE BORROWER AND NOTIFIED TO THE AGENT IN
ACCORDANCE WITH EITHER SECTION 2.1(D) OR 2.6.
EACH REVOLVING LOAN LENDER MAY
MAKE OR MAINTAIN ITS REVOLVING LOANS TO THE BORROWER OR PARTICIPATE IN LETTERS
OF CREDIT TO OR FOR THE ACCOUNT OF THE BORROWER BY OR THROUGH ANY APPLICABLE
LENDING OFFICE.
(C)
THE REVOLVING LOANS MADE BY EACH REVOLVING LOAN LENDER TO THE
BORROWER SHALL BE EVIDENCED BY A PROMISSORY NOTE OF THE BORROWER, SUBSTANTIALLY
IN THE FORM OF EXHIBIT A-1 (A "REVOLVING NOTE"), WITH APPROPRIATE INSERTIONS
THEREIN AS TO PAYEE, DATE AND PRINCIPAL AMOUNT, PAYABLE TO THE ORDER OF SUCH
REVOLVING LOAN LENDER AND REPRESENTING THE OBLIGATION OF THE BORROWER TO PAY THE
AGGREGATE UNPAID PRINCIPAL AMOUNT OF ALL REVOLVING LOANS MADE BY SUCH REVOLVING
LOAN LENDER TO THE BORROWER PURSUANT TO SECTION 2.1(A), WITH INTEREST THEREON AS
PRESCRIBED IN SECTIONS 2.8 AND 2.9.
EACH REVOLVING LOAN LENDER IS HEREBY
AUTHORIZED (BUT NOT REQUIRED) TO RECORD THE DATE AND AMOUNT OF EACH PAYMENT OR
PREPAYMENT OF PRINCIPAL OF ITS REVOLVING LOANS MADE TO THE BORROWER, EACH
CONTINUATION THEREOF, EACH CONVERSION OF ALL OR A PORTION THEREOF TO ANOTHER
TYPE AND, IN THE CASE OF LIBOR LOANS, THE LENGTH OF EACH INTEREST PERIOD WITH
RESPECT THERETO, IN THE BOOKS AND RECORDS OF SUCH REVOLVING LOAN LENDER, AND ANY
SUCH RECORDATION SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF THE ACCURACY OF THE
INFORMATION SO RECORDED.
THE FAILURE OF ANY REVOLVING LOAN LENDER TO MAKE ANY
SUCH RECORDATION OR NOTATION IN THE BOOKS AND RECORDS OF SUCH REVOLVING LOAN
LENDER (OR ANY ERROR IN SUCH RECORDATION OR NOTATION) SHALL NOT AFFECT THE
OBLIGATIONS OF THE BORROWER HEREUNDER OR UNDER THE REVOLVING NOTES.
EACH
REVOLVING NOTE SHALL (I) BE DATED THE CLOSING DATE, (II) PROVIDE FOR THE PAYMENT
OF
21
INTEREST IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (III) BE STATED TO
BE PAYABLE ON THE REVOLVING LOAN COMMITMENT EXPIRATION DATE.
(D)
THE BORROWER SHALL GIVE THE AGENT IRREVOCABLE WRITTEN NOTICE,
SUBSTANTIALLY IN THE FORM OF A BORROWING NOTICE (WHICH NOTICE MUST BE RECEIVED
BY THE AGENT PRIOR TO 10:00 A.M., LOS ANGELES TIME, ON THE PROPOSED BORROWING
DATE OR, IF ALL OR ANY PART OF THE REVOLVING LOANS ARE REQUESTED TO BE MADE AS
LIBOR LOANS, THREE EURODOLLAR BUSINESS DAYS PRIOR TO THE PROPOSED BORROWING
DATE) REQUESTING THAT THE REVOLVING LOAN LENDERS MAKE REVOLVING LOANS ON THE
PROPOSED BORROWING DATE AND SPECIFYING (I) THE AGGREGATE AMOUNT OF REVOLVING
LOANS REQUESTED TO BE MADE, (II) SUBJECT TO SECTIONS 2.10, 2.12 AND 2.13,
WHETHER THE REVOLVING LOANS ARE TO BE LIBOR LOANS, BASE RATE LOANS OR A
COMBINATION THEREOF AND (III) IF THE REVOLVING LOANS ARE TO BE ENTIRELY OR
PARTLY LIBOR LOANS, THE RESPECTIVE AMOUNTS OF EACH SUCH TYPE OF REVOLVING LOAN
AND THE RESPECTIVE LENGTHS OF THE INITIAL INTEREST PERIODS THEREFOR.
NOTWITHSTANDING THE FOREGOING, SUCH