TO EVIDENCE (WHETHER FOR
PURPOSES OF PLEDGE, ENFORCEMENT OR OTHERWISE) THE LOANS OWING TO, OR TO BE MADE
BY, SUCH LENDER, THE BORROWER SHALL PROMPTLY EXECUTE AND DELIVER TO SUCH LENDER
A NOTE PAYABLE TO THE ORDER OF SUCH LENDER IN A PRINCIPAL AMOUNT OF THE LOANS OF
SUCH LENDER.
(B)
THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 8.07(D) 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 THE BORROWING MADE HEREUNDER, THE TYPE OF LOANS 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 THE
BORROWER TO EACH LENDER HEREUNDER AND (IV) THE AMOUNT OF ANY SUM RECEIVED BY THE
ADMINISTRATIVE AGENT FROM THE BORROWER HEREUNDER AND EACH LENDER'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 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 THE BORROWER TO, IN THE CASE OF THE REGISTER, EACH LENDER AND, IN THE CASE
OF SUCH ACCOUNT OR ACCOUNTS, SUCH LENDER, UNDER THIS AGREEMENT, ABSENT MANIFEST
ERROR; PROVIDED, HOWEVER, THAT THE FAILURE OF THE ADMINISTRATIVE AGENT OR SUCH
LENDER 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 THE BORROWER UNDER THIS AGREEMENT.
SECTION 2.18.
USE OF PROCEEDS.
THE PROCEEDS OF THE LOANS SHALL BE
AVAILABLE (A) FIRST, TO REPAY IN FULL (OR TO DEFEASE) ALL OF 6.875% SENIOR NOTES
AND (B) THEREAFTER, FOR GENERAL CORPORATE PURPOSES OF THE BORROWER AND ITS
SUBSIDIARIES.
27
ARTICLE III
CONDITIONS PRECEDENT
SECTION 3.01.
CONDITIONS PRECEDENT TO CLOSING DATE.
THE OBLIGATIONS OF
THE LENDERS TO MAKE LOANS SHALL NOT BECOME EFFECTIVE UNTIL THE DATE ON WHICH
EACH OF THE FOLLOWING CONDITIONS IS SATISFIED (OR WAIVED IN ACCORDANCE WITH
SECTION 8.01):
(A)
DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EACH OF
THE FOLLOWING DOCUMENTS, EACH OF WHICH SHALL BE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (AND TO THE EXTENT SPECIFIED BELOW, TO EACH LENDER) IN FORM
AND SUBSTANCE:
(I)
EXECUTED COUNTERPARTS.
FROM EACH PARTY HERETO EITHER (A)
MULTIPLE COUNTERPARTS OF THIS AGREEMENT, SIGNED ON BEHALF OF SUCH PARTY OR (B)
WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH MAY INCLUDE
TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE TO THIS AGREEMENT) THAT SUCH
PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
(II)
CORPORATE DOCUMENTS.
(A) SUCH DOCUMENTS AND CERTIFICATES AS THE
ADMINISTRATIVE AGENT OR ITS COUNSEL MAY REASONABLY REQUEST, CERTIFIED AS OF THE
CLOSING DATE AS COMPLETE AND CORRECT COPIES THEREOF BY THE SECRETARY OR AN
ASSISTANT SECRETARY