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.
4
(C)
RELIANCE UPON AUTHORITY.
PRIOR TO THE CLOSING
DATE, THE BORROWERS SHALL DELIVER TO THE AGENT A NOTICE SETTING FORTH THE
ACCOUNTS OF FMC (EACH, A "DESIGNATED ACCOUNT") TO WHICH THE AGENT IS AUTHORIZED
TO TRANSFER THE PROCEEDS OF THE REVOLVING LOANS 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 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 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