UPON A
BORROWER'S IRREVOCABLE WRITTEN NOTICE DELIVERED TO THE AGENT IN THE FORM OF A
NOTICE OF BORROWING ("NOTICE OF BORROWING"), WHICH MUST BE RECEIVED BY THE AGENT
PRIOR TO (I) 10:00 A.M. (LOS ANGELES TIME) THREE BUSINESS DAYS PRIOR TO THE
REQUESTED FUNDING DATE, IN THE CASE OF LIBOR RATE LOANS AND (II) 10:00 A.M. (LOS
ANGELES TIME) ON THE REQUESTED FUNDING DATE, IN THE CASE OF BASE RATE LOANS,
SPECIFYING:
(1)
THE AMOUNT OF THE BORROWING, WHICH IN THE
CASE OF A LIBOR RATE LOAN MUST EQUAL OR EXCEED $1,000,000 (AND INCREMENTS OF
$500,000 IN EXCESS OF SUCH AMOUNT);
(2)
THE REQUESTED FUNDING DATE, WHICH MUST BE A
BUSINESS DAY;
(3)
WHETHER THE REVOLVING LOANS REQUESTED ARE
TO BE BASE RATE REVOLVING LOANS OR LIBOR RATE LOANS (AND IF NOT SPECIFIED, IT
SHALL BE DEEMED A REQUEST FOR A BASE RATE REVOLVING LOAN); AND
(4)
THE DURATION OF THE INTEREST PERIOD FOR
LIBOR RATE LOANS (AND IF NOT SPECIFIED, IT SHALL BE DEEMED A REQUEST FOR AN
INTEREST PERIOD OF ONE MONTH);
provided, however, that with respect to the Borrowings to be made on the Initial
Funding Date, such Borrowings will consist of Base Rate Revolving Loans only.
(II)
IN LIEU OF DELIVERING A NOTICE OF
BORROWING, A BORROWER MAY GIVE THE AGENT TELEPHONIC NOTICE OF SUCH REQUEST FOR
ADVANCES TO ITS DESIGNATED ACCOUNT ON OR BEFORE THE DEADLINE SET FORTH ABOVE.
THE AGENT AT ALL TIMES SHALL BE ENTITLED TO RELY ON SUCH TELEPHONIC NOTICE IN
MAKING SUCH REVOLVING LOANS, REGARDLESS OF WHETHER ANY WRITTEN CONFIRMATION IS
RECEIVED.
(III)
THE BORROWERS SHALL HAVE NO RIGHT TO REQUEST
A LIBOR RATE LOAN WHILE A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
(C)
RELIANCE UPON AUTHORITY.
PRIOR TO THE
CLOSING DATE, THE BORROWERS SHALL DELIVER TO THE AGENT A NOTICE SETTING FORTH
THE ACCOUNTS OF EACH OF FMC AND FRC (EACH, A "DESIGNATED ACCOUNT") TO WHICH THE
AGENT IS AUTHORIZED TO TRANSFER THE PROCEEDS OF THE REVOLVING LOANS REQUESTED
HEREUNDER BY EACH OF FMC AND FRC.
ANY OF FMC AND FRC MAY DESIGNATE A
REPLACEMENT ACCOUNT FROM TIME TO TIME BY WRITTEN NOTICE.
ALL SUCH DESIGNATED
ACCOUNTS MUST BE REASONABLY SATISFACTORY TO THE AGENT.
THE AGENT IS ENTITLED TO
RELY CONCLUSIVELY ON ANY PERSON'S REQUEST FOR REVOLVING LOANS ON BEHALF OF ANY
BORROWER, SO LONG AS THE PROCEEDS THEREOF ARE TO BE TRANSFERRED TO THE
APPLICABLE DESIGNATED ACCOUNT.
THE AGENT HAS NO DUTY TO VERIFY THE IDENTITY OF
ANY INDIVIDUAL REPRESENTING HIMSELF OR HERSELF AS A PERSON AUTHORIZED BY ANY
BORROWER TO MAKE SUCH REQUESTS ON ITS BEHALF.
4
(D)
NO LIABILITY.
THE AGENT SHALL NOT INCUR ANY
LIABILITY TO THE BORROWERS AS A RESULT OF ACTING UPON ANY NOTICE REFERRED TO IN
SECTIONS 1.2(B) AND (C), WHICH THE AGENT BELIEVES IN GOOD FAITH TO HAVE BEEN
GIVEN BY AN OFFICER OR OTHER PERSON DULY AUTHORIZED BY THE APPLICABLE BORROWER
TO REQUEST REVOLVING LOANS ON ITS BEHALF.
THE CREDITING OF REVOLVING LOANS TO
THE APPLICABLE