CONFIRMATION FROM OR ON BEHALF OF
ANY OTHER BORROWER AS TO THE BINDING EFFECT ON IT OF ANY SUCH NOTICE, REQUEST,
INSTRUCTION, REPORT, INFORMATION, OTHER NOTICE OR COMMUNICATIONS, NOR SHALL THE
JOINT AND SEVERAL CHARACTER OF THE BORROWERS' OBLIGATIONS HEREUNDER BE AFFECTED.
(B)
JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE BORROWERS
PURSUANT TO THE LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL AS PROVIDED IN THE
GUARANTY. THE BORROWERS SHALL BE JOINTLY AND SEVERALLY LIABLE FOR THE PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS AND COVENANTS REQUIRED BY THIS AGREEMENT TO
BE PERFORMED BY ANY OF THEM, INCLUDING BMCA ACTING AS AGENT HEREUNDER, AND EACH
BORROWER SHALL BE BOUND BY ANY NOTICES (INCLUDING NOTICES OF BORROWINGS,
CONVERSIONS AND CONTINUATIONS), CONSENTS OR OTHER ACTIONS FURNISHED OR TAKEN BY
SUCH BORROWER OR ANY OTHER BORROWER HEREUNDER.
(C)
RESIGNATION. BMCA MAY RESIGN AT ANY TIME BY NOTIFYING THE
ADMINISTRATIVE AGENT, PROVIDED THAT SUCH RESIGNATION SHALL NOT BECOME EFFECTIVE
UNTIL THE EARLIER OF (I) THE APPOINTMENT BY THE BORROWERS OF ANOTHER BORROWER AS
SUCCESSOR AGENT HEREUNDER, AND ACCEPTANCE BY SUCH BORROWER OF SUCH APPOINTMENT
AND (II) THE DATE THAT IS 30 DAYS AFTER DELIVERY OF NOTICE BY BMCA OF ITS
RESIGNATION. AT ANY TIME THAT THERE IS NO BORROWER ACTING AS AGENT HEREUNDER OR
UNDER ANY OF THE LOAN DOCUMENTS, ALL RIGHTS AND OBLIGATIONS OF THE BORROWERS,
INCLUDING THE DELIVERY OF SUCH NOTICES, REQUESTS, CERTIFICATES, STATEMENTS AND
OTHER DOCUMENTS, PERMITTED TO BE EXERCISED OR PERFORMED BY BORROWER AS SUCH
AGENT ON BEHALF OF THE BORROWERS SHALL BE PERFORMED BY THE BORROWERS IN RESPECT
OF THE LOAN DOCUMENTS.
ARTICLE III
CONDITIONS OF LENDING AND
ISSUANCES OF LETTERS OF CREDIT
SECTION 3.01.
Conditions Precedent to Effectiveness of
Revolving Credit Agreement. This Agreement shall become effective on and as of
the date (the "Closing Date") on which each of the following conditions
precedent shall have been satisfied:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ON OR BEFORE THE
CLOSING DATE THE FOLLOWING, EACH DATED AS OF SUCH DAY (UNLESS OTHERWISE
SPECIFIED), IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND (EXCEPT FOR THE NOTES) IN SUFFICIENT COPIES FOR EACH LENDER PARTY:
(i)
counterparts of this Agreement executed by each of the parties
hereto;
(ii)
the Notes payable to the order of the Lenders to the extent
requested by the Lenders pursuant to the terms of Section 2.16;
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(iii)
a guaranty in substantially the form of Exhibit J hereto (the
"Guaranty") duly executed by BMCA and each domestic Subsidiary of BMCA;
(iv)
a security agreement in substantially the form of Exhibit I hereto
(the "Security Agreement"), duly executed by the Collateral Monitoring Agent and
each Loan Party, together with:
(A)
copies of financing statements in form appropriate for filing under
the Uniform Commercial Code of all jurisdictions that the Administrative Agent
may deem necessary in order to perfect and protect the first priority liens and
security interests created under the Security Agreement, covering the Collateral
described in the Security Agreement,
(B)
except as provided in