AGENT FEE.
THE BORROWER SHALL PAY TO THE AGENT (FOR ITS OWN
ACCOUNT) ON THE CLOSING DATE AND ON EACH ANNIVERSARY THEREAFTER DURING THE TERM
OF THE AGREEMENT AN ANNUAL FEE OF TEN THOUSAND DOLLARS ($10,000), WHICH SHALL BE
FULLY EARNED AND PAYABLE ON THE CLOSING DATE AND ON EACH ANNIVERSARY OF THE
CLOSING DATE.
1.6.
SUBSIDIARY GUARANTIES AND PLEDGE AGREEMENT.
(A)
THE NOTES AND ALL OTHER OBLIGATIONS OF THE BORROWER HEREUNDER
AND/OR UNDER THE OTHER LOAN DOCUMENTS SHALL BE SECURED BY AND ENTITLED TO THE
BENEFITS OF UNCONDITIONAL PAYMENT AND PERFORMANCE GUARANTIES FROM ALL
SUBSIDIARIES OF THE BORROWER ORGANIZED UNDER THE LAWS OF ANY STATE IN THE UNITED
STATES (COLLECTIVELY, THE "US SUBSIDIARIES" AND EACH A "US SUBSIDIARY").
THE
SUBSIDIARY GUARANTIES (COLLECTIVELY, THE "SUBSIDIARY GUARANTIES") WILL BE
SATISFACTORY IN FORM AND SUBSTANCE TO THE AGENT.
(B)
SUBSIDIARY PLEDGE AGREEMENTS(S).
THE NOTES AND ALL OTHER
OBLIGATIONS OF THE BORROWER HEREUNDER AND/OR UNDER THE OTHER LOAN DOCUMENTS
SHALL BE FURTHER SECURED BY AND ENTITLED TO THE BENEFITS OF ONE OR MORE PLEDGE
AGREEMENTS OF THE BORROWER IN FAVOR OF THE AGENT (COLLECTIVELY, THE "PLEDGE
AGREEMENT") PURSUANT TO WHICH THE BORROWER WILL PLEDGE TO THE AGENT SIXTY-FIVE
PERCENT (65%) OF THE OUTSTANDING CAPITAL STOCK OR OTHER EQUITY INTERESTS HELD BY
THE BORROWER IN EACH OF ITS DIRECTLY OWNED SUBSIDIARIES WHICH IS NOT A US
SUBSIDIARY (EACH A "FOREIGN SUBSIDIARY" AND COLLECTIVELY, THE "FOREIGN
SUBSIDIARIES").
WITHIN TEN (10) BANKING DAYS AFTER DEMAND BY AGENT FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER WILL
DELIVER TO THE AGENT ALL PLEDGED COLLATERAL (AS DEFINED IN THE PLEDGE AGREEMENT)
AND OTHER INSTRUMENTS (INCLUDING STOCK POWERS) REFERENCED IN THE PLEDGE
AGREEMENT, AND WILL CERTIFY AS TO THE ACCURACY (AS OF THE DATE OF SUCH DELIVERY)
OF ALL INFORMATION SET FORTH ON THE SCHEDULES TO SUCH PLEDGE AGREEMENT.
1.7.
RESERVED.
1.8.
DEFAULT RATE OF INTEREST.
IN THE EVENT OF ANY EVENT OF DEFAULT,
INCLUDING BUT NOT LIMITED TO THE BORROWER'S FAILURE TO MAKE ANY PAYMENT OF
PRINCIPAL OF OR INTEREST ON THE NOTES WHEN DUE, WHETHER AT MATURITY OR AT A DATE
FIXED FOR THE PAYMENT OF ANY INSTALLMENT OR
5
PREPAYMENT THEREOF OR BY DECLARATION, ACCELERATION OR OTHERWISE, INTEREST ON THE
FULL OUTSTANDING BALANCE OF PRINCIPAL AND (TO THE EXTENT PERMITTED BY LAW)
INTEREST ON THE NOTES SHALL, DURING THE CONTINUANCE OF SUCH EVENT OF DEFAULT, BE
PAYABLE ON DEMAND AT A RATE PER ANNUM EQUAL TO TWO PERCENT (2%) ABOVE THE RATE
OTHERWISE APPLICABLE TO EACH NOTE HEREUNDER.
INTEREST SHALL ACCRUE AT SUCH
DEFAULT RATE UNTIL THE EVENT OF DEFAULT IS CURED BY THE BORROWER OR WAIVED BY
THE LENDERS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12 BELOW.
1.9.
NOTATIONS.
PRIOR TO ANY SALE OR OTHER DISPOSITION OF ANY NOTE BY
ANY LENDER, SUCH LENDER SHALL MAKE A NOTATION ON SUCH NOTE (OR ON A PAPER
ANNEXED THERETO) OF THE UNPAID PRINCIPAL AMOUNT THEREOF AT THE TIME OUTSTANDING,
THE LAST DATE TO WHICH INTEREST HAS BEEN PAID THEREON AND