WAIVED IN ACCORDANCE WITH THIS AGREEMENT OR (2) THE REQUESTED
BORROWING BY FMC OR FRC WOULD EXCEED ITS AVAILABILITY ON THAT FUNDING DATE.
(II)
THE NON-RATABLE LOANS SHALL BE SECURED BY
THE AGENT'S LIENS IN AND TO THE COLLATERAL AND SHALL CONSTITUTE BASE RATE
REVOLVING LOANS AND OBLIGATIONS HEREUNDER.
(I)
THE AGENT ADVANCES.
(I)
SUBJECT TO THE LIMITATIONS SET FORTH
BELOW, THE AGENT IS AUTHORIZED BY THE BORROWERS AND THE REVOLVING CREDIT
LENDERS, FROM TIME TO TIME IN THE AGENT'S SOLE DISCRETION, (A) AFTER THE
OCCURRENCE OF A DEFAULT OR AN EVENT OF DEFAULT, OR (B) AT ANY TIME THAT ANY OF
THE OTHER CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8 HAVE NOT BEEN SATISFIED,
TO MAKE BASE RATE REVOLVING LOANS TO THE BORROWERS ON BEHALF OF THE REVOLVING
CREDIT LENDERS IN AN AGGREGATE AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED
$7,500,000 WHICH THE AGENT, IN ITS REASONABLE BUSINESS JUDGMENT, DEEMS NECESSARY
OR DESIRABLE (1) TO PRESERVE OR PROTECT THE COLLATERAL, OR ANY PORTION THEREOF,
(2) TO ENHANCE THE LIKELIHOOD OF, OR MAXIMIZE THE AMOUNT OF, REPAYMENT OF THE
LOANS AND OTHER OBLIGATIONS, OR (3) TO PAY ANY OTHER AMOUNT CHARGEABLE TO THE
BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING COSTS, FEES AND
EXPENSES AS DESCRIBED IN SECTION 13.7 (ANY OF SUCH ADVANCES ARE HEREIN REFERRED
TO AS "AGENT ADVANCES"); PROVIDED, THAT (X) IN NO EVENT SHALL THE AGGREGATE
REVOLVER OUTSTANDINGS AT ANY TIME EXCEED THE AGGREGATE REVOLVING CREDIT
COMMITMENTS AND (Y) THE MAJORITY LENDERS MAY AT ANY TIME REVOKE THE AGENT'S
AUTHORIZATION TO MAKE AGENT ADVANCES.
ANY SUCH REVOCATION MUST BE IN WRITING
AND SHALL BECOME EFFECTIVE PROSPECTIVELY UPON THE AGENT'S RECEIPT THEREOF.
(II)
AGENT ADVANCES SHALL BE SECURED BY THE
AGENT'S LIENS IN AND TO THE COLLATERAL AND SHALL CONSTITUTE BASE RATE REVOLVING
LOANS AND OBLIGATIONS HEREUNDER.
1.3
TERM LOAN.
(A)
AMOUNT OF TERM LOAN.
EACH TERM LENDER
SEVERALLY AGREES TO MAKE A TERM LOAN (ANY SUCH TERM LOAN BEING REFERRED TO AS A
"LENDER TERM LOAN" AND SUCH TERM LOANS BEING REFERRED TO COLLECTIVELY AS THE
"TERM LOAN") TO FMC ON THE CLOSING DATE, UPON THE SATISFACTION OF THE CONDITIONS
PRECEDENT SET FORTH IN ARTICLE 8, IN AN AMOUNT EQUAL TO SUCH TERM LENDER'S PRO
RATA SHARE OF $22,000,000.
THE TERM LOAN SHALL INITIALLY BE A BASE RATE LOAN.
6
(B)
MAKING OF TERM LOAN.
EACH LENDER TERM LOAN
SHALL BE MADE AVAILABLE BY EACH TERM LENDER TO THE AGENT IN SAME DAY FUNDS, TO
THE AGENT'S DESIGNATED ACCOUNT, NOT LATER THAN 12:00 NOON (LOS ANGELES TIME) ON
THE CLOSING DATE.
AFTER THE AGENT'S RECEIPT OF THE PROCEEDS OF SUCH TERM LOAN,
UPON SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN ARTICLE 8, THE AGENT
SHALL MAKE THE PROCEEDS OF SUCH TERM LOAN AVAILABLE TO FMC ON SUCH DATE BY
TRANSFERRING SAME DAY FUNDS EQUAL TO THE PROCEEDS OF SUCH TERM LOAN RECEIVED BY
THE AGENT TO FMC'S DESIGNATED ACCOUNT OR AS FMC SHALL OTHERWISE INSTRUCT IN
WRITING.
(C)
TERM LOAN NOTES.
AT