and deliver to such Lender a Revolving Credit Note payable to the order of such
Lender Party in a principal amount equal to the Commitment of such Lender Party.
(B)
THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 9.07(H) SHALL INCLUDE A CONTROL
ACCOUNT, AND A SUBSIDIARY ACCOUNT FOR EACH LENDER, IN WHICH ACCOUNTS (TAKEN
TOGETHER) SHALL BE RECORDED (I) THE DATE AND AMOUNT OF EACH BORROWING MADE
HEREUNDER, THE TYPE OF ADVANCES COMPRISING SUCH BORROWING AND, IF APPROPRIATE,
THE INTEREST PERIOD APPLICABLE THERETO, (II) THE TERMS OF EACH ASSIGNMENT AND
ACCEPTANCE DELIVERED TO AND ACCEPTED BY IT, (III) THE AMOUNT OF ANY PRINCIPAL OR
INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH BORROWER TO EACH
LENDER PARTY HEREUNDER, AND (IV) THE AMOUNT OF ANY SUM RECEIVED BY THE
ADMINISTRATIVE AGENT FROM EACH BORROWER HEREUNDER AND EACH LENDER PARTY'S SHARE
THEREOF.
(C)
ENTRIES MADE IN GOOD FAITH BY THE
ADMINISTRATIVE AGENT IN THE REGISTER PURSUANT TO SUBSECTION (B) ABOVE, AND BY
EACH LENDER PARTY IN ITS ACCOUNT OR ACCOUNTS PURSUANT TO SUBSECTION (A) ABOVE,
SHALL BE PRIMA FACIE EVIDENCE OF THE AMOUNT OF PRINCIPAL AND INTEREST DUE AND
PAYABLE OR TO BECOME DUE AND PAYABLE FROM EACH BORROWER TO, IN THE CASE OF THE
REGISTER, EACH LENDER PARTY AND, IN THE CASE OF SUCH ACCOUNT OR ACCOUNTS, SUCH
LENDER PARTY, UNDER THIS AGREEMENT, ABSENT MANIFEST ERROR; PROVIDED, HOWEVER,
THAT THE FAILURE OF THE ADMINISTRATIVE AGENT OR SUCH LENDER PARTY TO MAKE AN
ENTRY, OR ANY FINDING THAT AN ENTRY IS INCORRECT, IN THE REGISTER OR SUCH
ACCOUNT OR ACCOUNTS SHALL NOT LIMIT OR OTHERWISE AFFECT THE OBLIGATIONS OF ANY
BORROWER UNDER THIS AGREEMENT.
(D)
REFERENCES HEREIN OR IN ANY OTHER LOAN
DOCUMENT TO REVOLVING CREDIT NOTES SHALL MEAN AND BE REFERENCES TO THE REVOLVING
CREDIT NOTES, IF ANY, TO THE EXTENT ISSUED HEREUNDER.
ARTICLE III
CONDITIONS OF LENDING AND
ISSUANCES OF LETTERS OF CREDIT
SECTION 3.01
Conditions Precedent to Effectiveness.
This Agreement shall be
come effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:
(A)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED ON OR BEFORE THE DAY OF THE INITIAL EXTENSION OF CREDIT THE FOLLOWING,
EACH DATED SUCH DAY (UNLESS OTHERWISE SPECIFIED), IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT (UNLESS OTHERWISE SPECIFIED) AND
(EXCEPT FOR ANY NOTES) IN SUFFICIENT COPIES FOR EACH LENDER PARTY:
(I)
NOTES PAYABLE TO THE ORDER OF THE
LENDERS TO THE EXTENT REQUESTED BY ANY LENDER PURSUANT TO SECTION 2.16.
(II)
A SECURITY AGREEMENT IN SUBSTANTIALLY THE
FORM OF EXHIBIT E-1 HERETO (TOGETHER WITH EACH OTHER SECURITY AGREEMENT AND
SECURITY AGREEMENT SUPPLEMENT DELIVERED PURSUANT TO SECTION 5.01(J), IN EACH
CASE AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM
TIME TO TIME IN ACCORDANCE WITH ITS TERMS, THE "SECURITY AGREEMENT"), DULY
EXECUTED BY THE COMPANY AND EACH U.S. SUBSIDIARY THAT IS A SIGNIFICANT
SUBSIDIARY, TOGETHER WITH:
(A)
(1) CERTIFICATES REPRESENTING THE PLEDGED
SHARES IN RESPECT OF