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.
(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
4
DESIGNATED ACCOUNT CONCLUSIVELY ESTABLISHES THE OBLIGATION OF THE APPLICABLE
BORROWERS TO REPAY SUCH REVOLVING LOANS AS PROVIDED HEREIN.
(E)
NOTICE IRREVOCABLE.
ANY NOTICE OF BORROWING (OR TELEPHONIC NOTICE
IN LIEU THEREOF) MADE PURSUANT TO SECTION 1.2(B) SHALL BE IRREVOCABLE.
A
BORROWER SHALL BE BOUND TO BORROW THE FUNDS REQUESTED THEREIN IN ACCORDANCE
THEREWITH.
(F)
THE AGENT'S ELECTION.
PROMPTLY AFTER RECEIPT OF A NOTICE OF
BORROWING (OR TELEPHONIC NOTICE IN LIEU THEREOF), THE AGENT SHALL ELECT TO HAVE
THE TERMS OF SECTION 1.2(G) OR THE TERMS OF SECTION 1.2(H) APPLY TO SUCH
REQUESTED BORROWING.
IF THE BANK DECLINES IN ITS SOLE DISCRETION TO MAKE A
NON-RATABLE LOAN PURSUANT TO SECTION 1.2(H), THE TERMS OF SECTION 1.2(G) SHALL
APPLY TO THE REQUESTED BORROWING.
(G)
MAKING OF REVOLVING LOANS.
IF THE AGENT ELECTS TO HAVE THE TERMS
OF THIS SECTION 1.2(G) APPLY TO A REQUESTED BORROWING, THEN PROMPTLY AFTER
RECEIPT OF A NOTICE OF BORROWING OR TELEPHONIC NOTICE IN LIEU THEREOF, THE AGENT
SHALL NOTIFY THE REVOLVING CREDIT LENDERS BY TELECOPY, TELEPHONE OR E-MAIL OF
THE REQUESTED BORROWING.
EACH REVOLVING CREDIT 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 FUNDING DATE.
AFTER THE AGENT'S
RECEIPT OF ALL