IN WHICH IT WILL RECORD (A) THE AMOUNT OF EACH
REVOLVING LOAN MADE HEREUNDER, WHETHER SUCH REVOLVING LOAN BEARS INTEREST AT THE
BASE RATE OR AT LIBOR AND THE INTEREST PERIOD WITH RESPECT THERETO, (B) THE
AMOUNT OF ANY OBLIGATIONS DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM THE
COMPANY TO EACH LENDER HEREUNDER AND (C) THE AMOUNT OF ANY SUM RECEIVED BY THE
AGENT HEREUNDER FROM THE COMPANY AND EACH LENDER'S SHARE THEREOF.
(III)
ANY LENDER MAY REQUEST THAT ITS REVOLVING LOANS BE EVIDENCED, IN
ADDITION TO THE MECHANISMS EVIDENCING REVOLVING LOANS DESCRIBED IN CLAUSES (I)
AND (II) ABOVE, BY A PROMISSORY NOTE.
IN SUCH EVENT, THE COMPANY SHALL PREPARE,
EXECUTE AND DELIVER TO SUCH LENDER SUCH PROMISSORY NOTE PAYABLE TO THE ORDER OF
SUCH LENDER.
THEREAFTER, THE REVOLVING LOANS EVIDENCED BY SUCH PROMISSORY NOTE
AND INTEREST THEREON SHALL AT ALL TIMES (PRIOR TO ANY ASSIGNMENT PURSUANT TO
SECTION 13.9) BE REPRESENTED BY ONE OR MORE PROMISSORY NOTES PAYABLE TO THE
ORDER OF THE PAYEE NAMED THEREIN, EXCEPT TO THE EXTENT THAT ANY SUCH LENDER
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SUBSEQUENTLY RETURNS ANY SUCH PROMISSORY NOTE FOR CANCELLATION AND REQUESTS THAT
SUCH REVOLVING LOANS ONCE AGAIN BE EVIDENCED SOLELY AS DESCRIBED IN PARAGRAPHS
(I) AND (II) ABOVE.
(IV)
SUBJECT TO SECTION 3.7, THE ENTRIES MAINTAINED IN THE ACCOUNTS
MAINTAINED PURSUANT TO PARAGRAPHS (I) AND (II) ABOVE SHALL BE PRIMA FACIE
EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE OBLIGATIONS THEREIN RECORDED;
PROVIDED, HOWEVER, THAT THE FAILURE OF THE AGENT OR ANY LENDER TO MAINTAIN SUCH
ACCOUNTS OR ANY ERROR THEREIN SHALL NOT IN ANY MANNER AFFECT THE OBLIGATION OF
THE COMPANY TO REPAY THE OBLIGATIONS IN ACCORDANCE WITH THEIR TERMS.
3.2
IN NO EVENT SHALL THE LENDERS BE REQUIRED TO MAKE MORE THAN FIVE
ADVANCES IN ANY MONTH.
EACH ADVANCE HEREUNDER SHALL BE IN AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $1,000,000 OR AN INTEGRAL MULTIPLE OF $100,000
IN EXCESS THEREOF.
3.3
THE COMPANY MAY, UPON TWO BUSINESS DAYS' NOTICE TO THE AGENT,
IRREVOCABLY TERMINATE IN WHOLE OR REDUCE IN PART, RATABLY ACROSS THE LENDERS'
COMMITMENTS, THE UNUSED PORTION OF THE REVOLVING LINE OF CREDIT; PROVIDED THAT
EACH PARTIAL REDUCTION MUST BE IN AN AMOUNT EQUAL TO $1,000,000 OR AN INTEGRAL
MULTIPLE THEREOF.
ONCE REDUCED THE REVOLVING LINE OF CREDIT MAY NOT BE
INCREASED.
3.4
(A) ALL AMOUNTS RECEIVED BY THE AGENT WILL BE CREDITED TO THE
REVOLVING LOAN ACCOUNT WHEN THE AGENT IS NOTIFIED BY ITS BANK OF ITS RECEIPT OF
"COLLECTED FUNDS" AT THE AGENT'S BANK ACCOUNT IN LOS ANGELES, CALIFORNIA ON THE
BUSINESS DAY OF SUCH NOTIFICATION IF NOTIFIED NO LATER THAN 11:00 A.M. PACIFIC
TIME OR ON THE NEXT SUCCEEDING BUSINESS DAY IF SO NOTIFIED AFTER 11:00 A.M.
PACIFIC TIME.
NO CHECKS, DRAFTS OR OTHER INSTRUMENT RECEIVED BY THE AGENT SHALL
CONSTITUTE FINAL PAYMENT TO THE AGENT AND/OR THE LENDERS UNLESS AND UNTIL SUCH
INSTRUMENTS HAVE ACTUALLY BEEN COLLECTED.
(B)
THE COMPANY SHALL MAINTAIN, IN ITS NAME AND AT ITS EXPENSE, ALL
BLOCKED ACCOUNTS INTO