BEING RELEASED IN SUCH FRC BORROWER RELEASE, BUT WITHOUT REDUCTION OF THE
REVOLVING CREDIT COMMITMENTS.
(F)
CONCURRENTLY WITH THE SALE OF THE CAPITAL
STOCK OF THE IDENTIFIED SUBSIDIARY, THE BORROWERS SHALL REPAY THE REVOLVING
LOANS IN AN AMOUNT EQUAL TO THE AMOUNT ADVANCED AGAINST THE ELIGIBLE ACCOUNTS
AND ELIGIBLE INVENTORY OF THE
25
IDENTIFIED SUBSIDIARY, BUT WITHOUT REDUCTION OF THE REVOLVING CREDIT
COMMITMENTS.
(G)
[RESERVED].
(H)
[RESERVED].
(I)
NO PROVISION CONTAINED IN THIS
SECTION 3.4 SHALL CONSTITUTE A CONSENT TO AN ASSET DISPOSITION THAT IS OTHERWISE
NOT PERMITTED BY THE TERMS OF THIS AGREEMENT.
3.5
LIBOR RATE LOAN PREPAYMENTS.
IN CONNECTION
WITH ANY PREPAYMENT, IF ANY LIBOR RATE LOANS ARE PREPAID PRIOR TO THE EXPIRATION
DATE OF THE INTEREST PERIOD APPLICABLE THERETO, THE APPLICABLE BORROWER SHALL
PAY TO THE REVOLVING CREDIT LENDERS THE AMOUNTS DESCRIBED IN SECTION 4.4.
3.6
PAYMENTS BY THE BORROWERS.
(A)
ALL PAYMENTS TO BE MADE BY THE BORROWERS
SHALL BE MADE WITHOUT SET-OFF, RECOUPMENT OR COUNTERCLAIM.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, ALL PAYMENTS BY THE BORROWERS SHALL BE MADE TO THE
AGENT FOR THE ACCOUNT OF THE REVOLVING CREDIT LENDERS OR TERM LENDERS, AS
APPLICABLE, AT THE ACCOUNT DESIGNATED BY THE AGENT AND SHALL BE MADE IN DOLLARS
AND IN IMMEDIATELY AVAILABLE FUNDS, NO LATER THAN 12:00 NOON (LOS ANGELES TIME)
ON THE DATE SPECIFIED HEREIN.
ANY PAYMENT RECEIVED BY THE AGENT AFTER SUCH TIME
SHALL BE DEEMED (FOR PURPOSES OF CALCULATING INTEREST ONLY) TO HAVE BEEN
RECEIVED ON THE FOLLOWING BUSINESS DAY AND ANY APPLICABLE INTEREST SHALL
CONTINUE TO ACCRUE.
(B)
SUBJECT TO THE PROVISIONS SET FORTH IN THE
DEFINITION OF "INTEREST PERIOD", WHENEVER ANY PAYMENT IS DUE ON A DAY OTHER THAN
A BUSINESS DAY, SUCH PAYMENT SHALL BE DUE ON THE FOLLOWING BUSINESS DAY, AND
SUCH EXTENSION OF TIME SHALL IN SUCH CASE BE INCLUDED IN THE COMPUTATION OF
INTEREST OR FEES, AS THE CASE MAY BE.
3.7
PAYMENTS AS REVOLVING LOANS.
AT THE
ELECTION OF THE AGENT, ALL PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE REVOLVING
LOANS, REIMBURSEMENT OBLIGATIONS IN CONNECTION WITH LETTERS OF CREDIT AND CREDIT
SUPPORT FOR LETTERS OF CREDIT, FEES, PREMIUMS, REIMBURSABLE EXPENSES AND OTHER
SUMS PAYABLE HEREUNDER (OTHER THAN THE TERM LOAN) MAY BE PAID FROM THE PROCEEDS
OF REVOLVING LOANS MADE HEREUNDER.
PROCEEDS OF REVOLVING LOANS MAY BE USED TO
MAKE PAYMENTS OF THE TERM LOAN OBLIGATIONS ONLY IF: (A) FOR PAYMENTS OF THE TERM
LOAN OBLIGATIONS UNDER SECTION 3.3(A)(I), NO EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, AND (B) FOR PAYMENTS OF TERM LOAN OBLIGATIONS UNDER
SECTION 3.3(A)(II), (X) NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AND
(Y) A MINIMUM LIQUIDITY EVENT, AS OF THE DATE OF SUCH PREPAYMENT, SHALL NOT HAVE
OCCURRED, AFTER GIVING EFFECT TO SUCH PREPAYMENT.
EACH BORROWER HEREBY
IRREVOCABLY AUTHORIZES THE AGENT TO CHARGE THE APPLICABLE LOAN ACCOUNT FOR THE
PURPOSE OF PAYING ALL AMOUNTS FROM TIME TO TIME DUE FROM FMC AND FRC OR ANY FMC
BORROWER OR FRC BORROWER AND AGREES THAT ALL SUCH