AS THE "REVOLVING CREDIT NOTES").
ONE REVOLVING CREDIT NOTE SHALL BE PAYABLE TO THE ORDER OF EACH REVOLVING CREDIT
LENDER IN A PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S REVOLVING CREDIT COMMITMENT.
(B)
THE TERM LOANS SHALL BE EVIDENCED BY A SEPARATE PROMISSORY NOTE
FOR EACH TERM LENDER IN THE PRINCIPAL AMOUNT EQUAL TO SUCH LENDER'S TERM LOAN
COMMITMENT, EACH SUCH NOTE TO BE IN SUBSTANTIALLY THE FORM OF EXHIBIT A-2
HERETO, DATED AS OF THE CLOSING DATE AND COMPLETED WITH APPROPRIATE INSERTIONS
(EACH SUCH NOTE BEING REFERRED TO AS A "TERM NOTE" AND COLLECTIVELY AS THE "TERM
NOTES").
(C)
THE BORROWERS IRREVOCABLY AUTHORIZE EACH OF THE LENDERS TO MAKE OR
CAUSE TO BE MADE, AT OR ABOUT THE TIME OF THE DRAWDOWN DATE OF ANY LOAN OR AT
THE TIME OF RECEIPT OF ANY PAYMENT OF PRINCIPAL ON ANY NOTE, AN APPROPRIATE
NOTATION ON ITS NOTE RECORD REFLECTING (AS THE CASE MAY BE) THE MAKING OF SUCH
LOAN OR THE RECEIPT OF SUCH PAYMENT.
THE OUTSTANDING AMOUNT OF THE LOANS SET
FORTH ON THE NOTE RECORDS SHALL BE PRIMA FACIE EVIDENCE OF THE PRINCIPAL AMOUNT
THEREOF OWING AND UNPAID TO SUCH LENDERS, ABSENT MANIFEST ERROR, BUT THE FAILURE
TO RECORD, OR ANY ERROR IN SO RECORDING, ANY SUCH AMOUNT ON ANY LENDER'S NOTE
RECORD SHALL NOT LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF THE BORROWERS
HEREUNDER OR UNDER ANY NOTE TO MAKE PAYMENTS OF PRINCIPAL OF OR INTEREST ON ANY
NOTE WHEN DUE.
2.3
NOTICE AND MANNER OF BORROWING OR CONVERSION OF LOANS.
(A)
WHENEVER THE BORROWERS DESIRE TO OBTAIN OR CONTINUE A LOAN
HEREUNDER OR CONVERT AN OUTSTANDING LOAN INTO A LOAN OF ANOTHER TYPE, THE
BORROWERS SHALL GIVE THE ADMINISTRATIVE AGENT A TELEPHONIC NOTICE PROMPTLY
CONFIRMED BY A WRITTEN NOTICE OF BORROWING OR CONVERSION, WHICH TELEPHONIC
NOTICE SHALL BE IRREVOCABLE AND WHICH MUST BE RECEIVED NO LATER THAN 11:00 A.M.
PACIFIC TIME ON THE DATE (I) ONE BUSINESS DAY BEFORE THE DAY ON WHICH THE
REQUESTED LOAN IS TO BE MADE AS OR CONVERTED TO A BASE RATE LOAN, AND (II) THREE
BUSINESS DAYS BEFORE THE DAY ON WHICH THE REQUESTED LOAN IS TO BE MADE OR
CONTINUED AS OR CONVERTED TO A LIBOR LOAN.
SUCH NOTICE OF BORROWING OR
CONVERSION SHALL SPECIFY (I) THE EFFECTIVE DATE AND AMOUNT OF EACH LOAN OR
PORTION THEREOF REQUESTED TO BE MADE, CONTINUED OR CONVERTED, SUBJECT TO THE
LIMITATIONS SET FORTH IN SECTION 2.1, (II) THE INTEREST RATE OPTION REQUESTED TO
BE APPLICABLE THERETO, AND (III) THE DURATION OF THE APPLICABLE INTEREST PERIOD,
IF ANY (SUBJECT TO THE PROVISIONS OF THE DEFINITION OF THE TERM "INTEREST
PERIOD").
IF SUCH NOTICE FAILS TO SPECIFY THE INTEREST RATE OPTION TO BE
APPLICABLE TO THE REQUESTED LOAN, THEN THE BORROWERS SHALL BE DEEMED TO HAVE
REQUESTED A BASE RATE LOAN.
IF THE WRITTEN CONFIRMATION OF ANY TELEPHONIC
NOTIFICATION DIFFERS IN ANY MATERIAL RESPECT FROM THE ACTION TAKEN BY THE
ADMINISTRATIVE AGENT, THE RECORDS OF THE ADMINISTRATIVE AGENT SHALL BE PRIMA
FACIE EVIDENCE OF TERMS