AFFECTING THE RELEVANT MARKET, ADEQUATE
AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE LIBOR ADJUSTED RATE FOR
SUCH INTEREST PERIOD OR (B) THE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
MAJORITY LENDERS ACTING IN GOOD FAITH THAT THE LIBOR ADJUSTED RATE DETERMINED OR
TO BE DETERMINED FOR SUCH INTEREST PERIOD WILL NOT ADEQUATELY AND FAIRLY REFLECT
THE COST TO SUCH LENDERS (AS CONCLUSIVELY CERTIFIED BY SUCH LENDERS) OF MAKING
OR MAINTAINING THEIR AFFECTED LOANS DURING SUCH INTEREST PERIOD, THE AGENT SHALL
GIVE TELECOPY OR TELEPHONIC NOTICE THEREOF TO THE BORROWER AND THE LENDERS AS
SOON AS PRACTICABLE THEREAFTER.
IF SUCH NOTICE IS GIVEN, (I) ANY LIBOR LOANS
REQUESTED TO BE MADE ON THE FIRST DAY OF SUCH INTEREST PERIOD SHALL ACCRUE
INTEREST AT THE BASE RATE, (II) LOANS THAT WERE TO HAVE BEEN CONVERTED ON THE
FIRST DAY OF SUCH INTEREST PERIOD TO LIBOR LOANS SHALL BE CONTINUED AS BASE RATE
LOANS AND (III) ANY OUTSTANDING LIBOR LOANS SHALL BE CONVERTED, ON THE FIRST DAY
OF SUCH INTEREST PERIOD, TO BASE RATE LOANS.
UNTIL SUCH NOTICE HAS BEEN
WITHDRAWN BY THE AGENT, NO FURTHER LIBOR LOANS SHALL BE MADE OR CONTINUED AS
SUCH, NOR SHALL THE BORROWER HAVE THE RIGHT TO CONVERT BASE RATE LOANS TO LIBOR
LOANS.
2.11
PRO RATA TREATMENT AND PAYMENTS.
EACH PAYMENT (INCLUDING EACH
PREPAYMENT) BY THE BORROWER ON ACCOUNT OF PRINCIPAL OF AND INTEREST ON THE LOANS
SHALL BE MADE PRO RATA ACCORDING TO THE RESPECTIVE REVOLVING LOAN COMMITMENT
PERCENTAGES AND TERM LOAN COMMITMENT PERCENTAGES, AS APPLICABLE, THEN HELD BY
THE LENDERS.
ALL PAYMENTS (INCLUDING PREPAYMENTS) TO BE MADE BY THE BORROWER
HEREUNDER AND UNDER THE NOTES, WHETHER ON ACCOUNT OF PRINCIPAL, INTEREST, FEES
OR OTHERWISE, SHALL BE MADE WITHOUT SETOFF, DEDUCTION OR COUNTERCLAIM AND SHALL
BE MADE PRIOR TO 11:00 A.M., LOS ANGELES TIME, ON THE DUE DATE THEREOF TO THE
AGENT, FOR THE ACCOUNT OF THE APPLICABLE LENDERS, AT THE AGENT'S OFFICE
SPECIFIED IN SECTION 9.2, IN DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS.
THE
AGENT SHALL DISTRIBUTE SUCH PAYMENTS TO THE APPLICABLE LENDERS PROMPTLY UPON
RECEIPT IN LIKE FUNDS AS RECEIVED.
IF ANY PAYMENT HEREUNDER (OTHER THAN
PAYMENTS ON THE LIBOR LOANS) BECOMES DUE AND PAYABLE ON A DAY OTHER THAN A
BUSINESS DAY, SUCH PAYMENT SHALL BE EXTENDED TO THE NEXT SUCCEEDING BUSINESS
DAY, AND, WITH RESPECT TO PAYMENTS OF PRINCIPAL, INTEREST THEREON SHALL BE
PAYABLE AT THE THEN APPLICABLE RATE DURING SUCH EXTENSION.
IF ANY PAYMENT ON A
LIBOR LOAN BECOMES DUE AND PAYABLE ON A DAY OTHER THAN A EURODOLLAR BUSINESS
DAY, THE MATURITY THEREOF SHALL BE EXTENDED TO THE NEXT SUCCEEDING EURODOLLAR
BUSINESS DAY (AND INTEREST SHALL CONTINUE TO ACCRUE THEREON AT THE APPLICABLE
RATE) UNLESS THE RESULT OF SUCH EXTENSION WOULD BE TO EXTEND SUCH PAYMENT INTO
ANOTHER CALENDAR MONTH, IN WHICH EVENT SUCH PAYMENT SHALL BE MADE ON THE
IMMEDIATELY PRECEDING EURODOLLAR BUSINESS DAY.
THE BORROWER AUTHORIZES THE
AGENT TO DEBIT ANY OF ITS BANK ACCOUNTS WITH THE AGENT OR TO MAKE A DRAW OF
REVOLVING