BE USED FOR ANY OTHER PURPOSE
WHATSOEVER WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER.
3.
COLLATERAL/SECURITY. TO SECURE THE PAYMENT AND PERFORMANCE OF ANY AND ALL
OBLIGATIONS AND/OR LIABILITIES OF THE BORROWER TO THE LENDER UNDER THIS
AGREEMENT, THE NOTE, THE STOCK SECURITY AGREEMENT, ANY OTHER LOAN DOCUMENT OR
OTHERWISE RELATING TO THE LOAN (INCLUDING ANY OBLIGATIONS PURSUANT TO SWAP
AGREEMENTS (AS DEFINED IN 11 U.S.C. SECTION 101), OR OTHER INTEREST RATE
PROTECTION AGREEMENTS), WHETHER NOW EXISTING OR HEREAFTER CREATED OR ARISING,
DIRECT OR INDIRECT, MATURED OR UNMATURED, AND WHETHER ABSOLUTE OR CONTINGENT,
JOINT, SEVERAL OR JOINT AND SEVERAL, AND NO MATTER HOW THE SAME MAY BE EVIDENCED
(ALL OF THE FOREGOING BEING COLLECTIVELY REFERRED TO HEREIN AS THE
"OBLIGATIONS"), THE BORROWER HAS EXECUTED AND DELIVERED A CERTAIN STOCK SECURITY
AGREEMENT (THE "SECURITY AGREEMENT") DATED THE DATE HEREOF, PURSUANT TO WHICH
THE BORROWER HAS GRANTED AND CONVEYED TO THE
1
LENDER A FIRST LIEN SECURITY INTEREST IN AND TO ALL OF THE BORROWER'S RIGHT,
TITLE AND INTEREST IN AND TO THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE
OPERATING SUBSIDIARY.
4.
LOAN DISBURSEMENT/REPAYMENT.
(a)
Subject to the satisfaction of the conditions and terms of this Agreement
and the other Loan Documents, the Loan Proceeds shall be disbursed from time to
time in accordance with the terms and provisions of this Agreement.
So long as
no Event of Default (hereinafter defined) shall have occurred and be continuing,
and no act, event or condition shall have occurred or be continuing which with
notice or the lapse of time, or both, shall constitute an Event of Default, and
subject to the terms and provisions of this Agreement, the Lender shall advance
the Loan Proceeds to the Borrower promptly following the Borrower's request
therefor and in any event within one (1) Business Day (as hereinafter defined).
Requests for advances shall be in the form attached as Exhibit 1 hereto.
The
Borrower may borrow, repay and re-borrow proceeds of the Loan in accordance with
the terms of this Agreement.
However, the Lender shall have no obligation to
make any disbursement of Loan Proceeds from and after the Conversion Date (as
defined in the Note).
For purposes hereof, "Business Day" shall mean any day
which is neither a Saturday or Sunday nor a legal holiday on which commercial
banks are authorized or required to be closed in the Commonwealth of Virginia.
(b)
The principal amount of the Loan, together with accrued and unpaid interest
thereon and all other sums due thereunder, shall be repaid in accordance with
and pursuant to the terms of the Note.
5.
CERTAIN FEES.
(a)
Unused Fee.
In addition to amounts payable pursuant to this Agreement and
the Note, the Borrower agrees to pay to the Lender an annual unused fee (the
"Unused Fee").
The amount of the Unused Fee shall be determined by multiplying
ten (10) basis points against the difference between (x) the Commitment Amount,
and (y) the average daily outstanding principal balance of the Loan during the