THE AGENT IS AUTHORIZED TO TRANSFER THE PROCEEDS OF
THE DELAYED DRAW TERM LOAN REQUESTED HEREUNDER BY THE BORROWERS.
THE BORROWERS
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 THE DELAYED
DRAW TERM LOAN ON BEHALF OF FMC, 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 FMC TO MAKE SUCH REQUESTS ON ITS BEHALF.
(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 1.9(B) AND (C), WHICH THE AGENT BELIEVES IN GOOD FAITH TO HAVE BEEN
GIVEN BY AN OFFICER OR
19
OTHER PERSON DULY AUTHORIZED BY FMC TO REQUEST THE DELAYED DRAW TERM LOAN ON ITS
BEHALF.
THE CREDITING OF THE DELAYED DRAW TERM LOAN TO THE APPLICABLE
DESIGNATED ACCOUNT CONCLUSIVELY ESTABLISHES THE OBLIGATION OF FMC TO REPAY THE
DELAYED DRAW TERM LOAN AS PROVIDED HEREIN.
(E)
NOTICE IRREVOCABLE.
ANY NOTICE OF BORROWING (OR
TELEPHONIC NOTICE IN LIEU THEREOF) MADE PURSUANT TO SECTION 1.9(B) SHALL BE
IRREVOCABLE.
FMC SHALL BE BOUND TO BORROW THE FUNDS REQUESTED THEREIN IN
ACCORDANCE THEREWITH.
(F)
MAKING OF THE DELAYED DRAW TERM LOAN.
PROMPTLY
AFTER RECEIPT OF A NOTICE OF BORROWING OR TELEPHONIC NOTICE IN LIEU THEREOF, THE
AGENT SHALL NOTIFY THE TERM LOAN LENDERS BY TELECOPY, TELEPHONE OR E-MAIL OF THE
REQUESTED BORROWING.
EACH TERM LOAN LENDER SHALL TRANSFER ITS PRO RATA SHARE OF
THE REQUESTED BORROWING TO THE AGENT IN IMMEDIATELY AVAILABLE FUNDS, TO THE
ACCOUNT FROM TIME TO TIME DESIGNATED BY THE AGENT, NOT LATER THAN 12:00 NOON
(LOS ANGELES TIME) ON THE APPLICABLE DELAYED DRAW DATE.
AFTER THE AGENT'S
RECEIPT OF ALL PROCEEDS OF THE DELAYED DRAW TERM LOAN, THE AGENT SHALL MAKE THE
PROCEEDS OF THE DELAYED DRAW TERM LOAN AVAILABLE TO THE BORROWERS ON THE DELAYED
DRAW DATE BY TRANSFERRING SAME DAY FUNDS TO THE DESIGNATED ACCOUNT OF THE
BORROWERS; PROVIDED, HOWEVER, THAT THE AMOUNT OF THE DELAYED DRAW TERM LOAN SO
MADE ON THE DELAYED DRAW DATE SHALL NOT EXCEED ITS PRO RATA SHARE OF THE DELAYED
DRAW COMMITMENT AGGREGATE AVAILABILITY ON SUCH DATE.
ARTICLE 2
INTEREST AND FEES
2.1
Interest.
(A)
INTEREST RATES.
ALL OUTSTANDING OBLIGATIONS
SHALL BEAR INTEREST ON THE UNPAID PRINCIPAL AMOUNT THEREOF (INCLUDING, TO THE
EXTENT PERMITTED BY LAW, ON INTEREST THEREON NOT PAID WHEN DUE) FROM THE DATE
MADE UNTIL PAID IN FULL IN CASH AT A RATE DETERMINED BY REFERENCE TO THE BASE
RATE OR THE LIBOR RATE PLUS THE APPLICABLE MARGIN, BUT NOT TO EXCEED THE MAXIMUM
RATE.
IF AT ANY TIME LOANS ARE OUTSTANDING WITH RESPECT TO WHICH A BORROWER HAS
NOT DELIVERED TO THE AGENT A NOTICE SPECIFYING THE BASIS FOR DETERMINING THE
INTEREST RATE APPLICABLE