AT THE RATES PER ANNUM, AND ON THE DATES, SET
FORTH IN SUBSECTION 6.7.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, IN NO EVENT SHALL REEBOK UK, THE CANADIAN BORROWERS OR THE MEXICAN
BORROWER HAVE ANY LIABILITY TO THE AGENTS OR ANY LENDER FOR LIABILITIES
HEREUNDER ON ACCOUNT OF WHICH THE COMPANY IS THE PRIMARY OBLIGOR.
(D)
IF AT ANY TIME, AS A RESULT OF FLUCTUATIONS IN EXCHANGE RATES, EITHER
(I) THE TOTAL EXTENSIONS OF CREDIT OF ANY CLASS THEN OUTSTANDING WOULD EXCEED
THE TOTAL COMMITMENTS OF SUCH CLASS THEN IN EFFECT, OR (II) THE TOTAL EXTENSIONS
OF CREDIT THEN OUTSTANDING WOULD EXCEED THE TOTAL COMMITMENTS THEN IN EFFECT,
THEN EACH BORROWER HEREBY UNCONDITIONALLY PROMISES, ON THE BUSINESS DAY
FOLLOWING NOTICE THEREOF FROM AN ADMINISTRATIVE AGENT, TO REPAY OR PREPAY (OR,
IN THE CASE OF BORROWINGS COMPOSED OF BA LOANS, DEFEASE) BORROWINGS OF THE
RELEVANT CLASS OR CLASSES IN AN AMOUNT SUFFICIENT TO ELIMINATE ANY SUCH EXCESS.
(E)
EACH LENDER SHALL MAINTAIN IN ACCORDANCE WITH ITS USUAL PRACTICE AN
ACCOUNT OR ACCOUNTS EVIDENCING INDEBTEDNESS OF EACH BORROWER TO SUCH LENDER
RESULTING FROM EACH LOAN OF SUCH LENDER FROM TIME TO TIME, INCLUDING THE AMOUNTS
OF PRINCIPAL AND INTEREST PAYABLE AND PAID TO SUCH LENDER FROM TIME TO TIME
UNDER THIS AGREEMENT.
(F)
EACH ADMINISTRATIVE AGENT SHALL MAINTAIN A REGISTER PURSUANT TO SUBSECTION
14.6(D), AND A SUBACCOUNT THEREIN FOR EACH APPLICABLE LENDER, IN WHICH SHALL BE
RECORDED (I) THE AMOUNT OF EACH LOAN MADE HEREUNDER, THE CLASS AND TYPE THEREOF
AND EACH INTEREST PERIOD OR CONTRACT PERIOD, AS THE CASE MAY BE, APPLICABLE
THERETO, (II) THE AMOUNT OF ANY PRINCIPAL OR INTEREST DUE AND PAYABLE OR TO
BECOME DUE AND PAYABLE FROM EACH BORROWER TO EACH LENDER HEREUNDER AND (III)
BOTH THE AMOUNT OF ANY SUM RECEIVED BY SUCH ADMINISTRATIVE AGENT HEREUNDER FROM
EACH BORROWER AND EACH LENDER'S SHARE THEREOF.
(G)
THE ENTRIES MADE IN EACH REGISTER AND THE ACCOUNTS OF EACH LENDER
MAINTAINED PURSUANT TO SUBSECTION 6.1(G) SHALL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, BE PRIMA FACIE EVIDENCE OF THE EXISTENCE AND AMOUNTS OF THE
OBLIGATIONS OF EACH BORROWER THEREIN RECORDED; PROVIDED, HOWEVER, THAT THE
FAILURE OF ANY LENDER OR ANY ADMINISTRATIVE AGENT TO MAINTAIN A REGISTER OR ANY
SUCH ACCOUNT, OR ANY ERROR THEREIN, SHALL NOT IN ANY MANNER AFFECT THE
OBLIGATION OF ANY BORROWER TO REPAY (WITH APPLICABLE INTEREST) THE LOANS MADE TO
SUCH BORROWER BY SUCH LENDER IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
(H)
EACH BORROWER AGREES THAT, UPON REQUEST OF ANY LENDER THROUGH THE
APPLICABLE ADMINISTRATIVE AGENT, SUCH BORROWER WILL EXECUTE AND DELIVER TO SUCH
LENDER A PROMISSORY NOTE PAYABLE TO THE ORDER OF SUCH LENDER (OR, IF REQUESTED
BY SUCH LENDER, TO SUCH LENDER AND ITS REGISTERED ASSIGNS), SUBSTANTIALLY IN THE
FORM OF EXHIBIT A WITH APPROPRIATE INSERTIONS AS TO DATE AND PRINCIPAL AMOUNT
(THE "NOTE").
6.2.
FACILITY FEE.
(A)
(I)
THE US/UK BORROWERS AGREE TO PAY TO THE GENERAL
ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH US/UK LENDER A FACILITY FEE