PRINCIPAL (TOGETHER
WITH ACCRUED INTEREST) ON THE NOTE IN ACCORDANCE WITH THE "OPTIONAL PREPAYMENT"
PROVISIONS SET FORTH IN SECTION 4 OF THE NOTE.
10.02
MANDATORY PREPAYMENT.
SUBJECT FOLLOWING THE RELEASE DATE
TO SECTION 7 OF THE NOTE, THE COMPANY SHALL PREPAY OUTSTANDING PRINCIPAL
(TOGETHER WITH ACCRUED INTEREST) ON THE NOTE IN ACCORDANCE WITH THE "MANDATORY
PREPAYMENT" PROVISIONS SET FORTH IN SECTION 3 OF THE NOTE.
ARTICLE 11
MISCELLANEOUS
11.01
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL OF THE
REPRESENTATIONS AND WARRANTIES MADE HEREIN SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, NOTWITHSTANDING ANY INVESTIGATION BY OR ON BEHALF OF
THE PURCHASER, ACCEPTANCE OF THE NOTE AND PAYMENT THEREFOR, OR TERMINATION OF
THIS AGREEMENT.
11.02
NOTICES.
ALL NOTICES, DEMANDS AND OTHER COMMUNICATIONS
PROVIDED FOR OR PERMITTED HEREUNDER SHALL BE MADE IN WRITING AND SHALL BE BY
REGISTERED OR CERTIFIED FIRST-CLASS MAIL, RETURN RECEIPT REQUESTED, TELECOPIER
(WITH RECEIPT CONFIRMED), COURIER SERVICE OR PERSONAL DELIVERY:
(A)
IF TO WMF:
J.H. WHITNEY MEZZANINE FUND, L.P.
177 BROAD STREET
STAMFORD, CONNECTICUT
06901
TELECOPIER NO.:
(203) 973-1422
Attention:
MR. KEVIN SMITH
MR. MICHAEL SALVATOR
54
WITH A COPY TO:
GIBSON, DUNN & CRUTCHER LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166-0193
TELECOPIER NO.:
(212) 351-5276
ATTENTION:
JOERG ESDORN, ESQ.
(B)
IF TO THE COMPANY:
SECURITY CAPITAL CORPORATION
THREE PICKWICK PLAZA
GREENWICH, CT 06830
TELECOPIER NO.:
203-625-0423
Attention:
BRIAN D. FITZGERALD
WILLIAM R. SCHLUETER
DIANE M. LAPOINTE
WITH A COPY TO:
MORGAN, LEWIS & BOCKIUS LLP
101 PARK AVENUE
NEW YORK, NEW YORK 10178
TELECOPIER NO.:
(212) 309-6273
ATTENTION:
CHRISTOPHER T. JENSEN, ESQ.
Stephanie M. Gulkin, Esq.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; if mailed, five Business Days
after being deposited in the mail, postage prepaid; or if telecopied, when
receipt is acknowledged.
11.03
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF THE
PARTIES HERETO.
SUBJECT TO APPLICABLE SECURITIES LAWS AND THE TERMS OF THE
NOTE, ANY PURCHASER MAY TRANSFER, IN WHOLE OR IN PART, THE NOTE TO ANY PERSON,
WHO SHALL BE DEEMED A PURCHASER HEREUNDER.
ANY SUCH TRANSFEREE OF THE NOTE
AUTOMATICALLY SHALL BE ENTITLED TO THE BENEFITS OF THIS AGREEMENT AND THE OTHER
INVESTMENT DOCUMENTS.
THE COMPANY MAY NOT ASSIGN ANY OF ITS RIGHTS, OR DELEGATE
ANY OF ITS OBLIGATIONS, UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE PURCHASER, AND ANY SUCH PURPORTED ASSIGNMENT BY THE COMPANY WITHOUT THE
WRITTEN CONSENT OF THE PURCHASER SHALL BE VOID AND OF NO EFFECT.
EXCEPT AS
PROVIDED IN ARTICLE 7, NO PERSON OTHER THAN THE PARTIES HERETO AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS IS INTENDED TO BE A BENEFICIARY OF ANY OF THE
INVESTMENT DOCUMENTS.
11.04
AMENDMENT AND WAIVER.
(A)
NO FAILURE OR DELAY ON THE PART OF ANY OF
THE PARTIES HERETO IN EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL
OPERATE AS A