PROCEEDS OF SUCH REVOLVING LOANS, THE AGENT SHALL MAKE THE
PROCEEDS OF SUCH REVOLVING LOANS AVAILABLE TO THE APPLICABLE BORROWER ON THE
APPLICABLE FUNDING DATE BY TRANSFERRING SAME DAY FUNDS TO THE DESIGNATED ACCOUNT
OF THE APPLICABLE BORROWER; PROVIDED, HOWEVER, THAT THE AMOUNT OF REVOLVING
LOANS SO MADE TO FMC OR FRC ON ANY DATE SHALL NOT EXCEED ITS AVAILABILITY ON
SUCH DATE, UNLESS ALL OF THE REVOLVING CREDIT LENDERS OTHERWISE AGREE.
(H)
MAKING OF NON-RATABLE LOANS.
(I)
IF THE AGENT ELECTS, WITH THE CONSENT OF THE BANK, TO HAVE THE
TERMS OF THIS SECTION 1.2(H) APPLY TO A REQUESTED BORROWING, THE BANK SHALL MAKE
A REVOLVING LOAN IN THE AMOUNT OF THAT BORROWING AVAILABLE TO THE APPLICABLE
BORROWER ON THE APPLICABLE FUNDING DATE BY TRANSFERRING SAME DAY FUNDS TO SUCH
BORROWER'S DESIGNATED ACCOUNT.
EACH REVOLVING LOAN MADE SOLELY BY THE BANK
PURSUANT TO THIS SECTION IS HEREIN REFERRED TO AS A "NON-RATABLE LOAN", AND SUCH
REVOLVING LOANS ARE COLLECTIVELY REFERRED TO AS THE "NON-RATABLE LOANS."
EACH
NON-RATABLE LOAN SHALL BE SUBJECT TO ALL THE TERMS AND CONDITIONS APPLICABLE TO
OTHER REVOLVING LOANS EXCEPT THAT ALL PAYMENTS THEREON SHALL BE PAYABLE TO THE
BANK SOLELY FOR ITS OWN ACCOUNT.
THE AGGREGATE AMOUNT OF NON-RATABLE LOANS
OUTSTANDING AT ANY TIME SHALL NOT EXCEED $10,000,000.
THE AGENT SHALL NOT
REQUEST THE BANK TO MAKE ANY NON-RATABLE LOAN IF (1) THE AGENT HAS RECEIVED
WRITTEN NOTICE FROM ANY REVOLVING CREDIT LENDER THAT ONE OR MORE OF THE
APPLICABLE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8 WILL NOT BE SATISFIED ON
THE REQUESTED FUNDING DATE FOR THE APPLICABLE BORROWING, AND SUCH CONDITIONS
HAVE
5
NOT BEEN WAIVED IN ACCORDANCE WITH THIS AGREEMENT OR (2) THE REQUESTED BORROWING
BY FMC OR FRC WOULD EXCEED ITS AVAILABILITY ON THAT FUNDING DATE.
(II)
THE NON-RATABLE LOANS SHALL BE SECURED BY THE AGENT'S LIENS IN
AND TO THE COLLATERAL AND SHALL CONSTITUTE BASE RATE REVOLVING LOANS AND
OBLIGATIONS HEREUNDER.
(I)
THE AGENT ADVANCES.
(I)
SUBJECT TO THE LIMITATIONS SET FORTH BELOW, THE AGENT IS
AUTHORIZED BY THE BORROWERS AND THE REVOLVING CREDIT LENDERS, FROM TIME TO TIME
IN THE AGENT'S SOLE DISCRETION, (A) AFTER THE OCCURRENCE OF A DEFAULT OR AN
EVENT OF DEFAULT, OR (B) AT ANY TIME THAT ANY OF THE OTHER CONDITIONS PRECEDENT
SET FORTH IN ARTICLE 8 HAVE NOT BEEN SATISFIED, TO MAKE BASE RATE REVOLVING
LOANS TO THE BORROWERS ON BEHALF OF THE REVOLVING CREDIT LENDERS IN AN AGGREGATE
AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED $7,500,000 WHICH THE AGENT, IN ITS
REASONABLE BUSINESS JUDGMENT, DEEMS NECESSARY OR DESIRABLE (1) TO PRESERVE OR
PROTECT THE COLLATERAL, OR ANY PORTION THEREOF, (2) TO ENHANCE THE LIKELIHOOD
OF, OR MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE LOANS AND OTHER OBLIGATIONS, OR
(3) TO PAY ANY OTHER AMOUNT CHARGEABLE TO THE BORROWERS PURSUANT TO THE TERMS OF
THIS AGREEMENT, INCLUDING COSTS, FEES AND EXPENSES AS DESCRIBED IN SECTION 13.7
(ANY OF SUCH ADVANCES ARE HEREIN REFERRED TO AS "AGENT ADVANCES"); PROVIDED,
THAT (X) IN