BORROWER PAYS AGENT A RENEWAL FEE (THE "REVOLVER
RENEWAL FEE") EQUAL TO ONE PERCENT (1%) OF THE MAXIMUM REVOLVER AMOUNT.
Each Borrower hereby acknowledges and agrees that each Revolver Renewal Fee is
fully earned and non-refundable on the date such fee is due and payable as
provided in this Section 3.3(b).
3.4
EFFECT OF TERMINATION. ON THE DATE OF TERMINATION OF THIS
AGREEMENT, ALL OBLIGATIONS IMMEDIATELY SHALL BECOME DUE AND PAYABLE WITHOUT
NOTICE OR DEMAND. NO TERMINATION OF THIS AGREEMENT, HOWEVER, SHALL RELIEVE OR
DISCHARGE BORROWERS OF THEIR DUTIES, OBLIGATIONS, OR COVENANTS HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT AND THE AGENT'S LIENS IN THE COLLATERAL SHALL
REMAIN IN EFFECT UNTIL ALL OBLIGATIONS HAVE BEEN PAID IN FULL AND THE LENDER
GROUP'S OBLIGATIONS TO PROVIDE ADDITIONAL CREDIT HEREUNDER HAVE BEEN TERMINATED.
WHEN THIS AGREEMENT HAS BEEN TERMINATED AND ALL OF THE OBLIGATIONS HAVE BEEN
PAID IN FULL AND THE LENDER GROUP'S OBLIGATIONS TO PROVIDE ADDITIONAL CREDIT
UNDER THE LOAN DOCUMENTS HAVE BEEN TERMINATED IRREVOCABLY, AGENT WILL, AT
BORROWERS' SOLE EXPENSE, EXECUTE AND DELIVER ANY TERMINATION STATEMENTS, LIEN
RELEASES, MORTGAGE RELEASES, RE-ASSIGNMENTS OF TRADEMARKS, DISCHARGES OF
SECURITY INTERESTS, AND OTHER SIMILAR DISCHARGE OR RELEASE DOCUMENTS (AND, IF
APPLICABLE, IN RECORDABLE FORM) AS ARE REASONABLY NECESSARY TO RELEASE, AS OF
RECORD, THE AGENT'S LIENS AND ALL NOTICES OF SECURITY INTERESTS AND LIENS
PREVIOUSLY FILED BY AGENT WITH RESPECT TO THE OBLIGATIONS.
3.5
EARLY TERMINATION BY BORROWERS. BORROWERS HAVE THE OPTION, AT ANY
TIME UPON 30 DAYS PRIOR WRITTEN NOTICE BY ADMINISTRATIVE BORROWER TO AGENT, TO
TERMINATE THIS AGREEMENT BY PAYING TO AGENT, IN CASH, THE OBLIGATIONS IN FULL
INCLUDING, WITHOUT LIMITATION, ANY AMOUNTS DUE UNDER THE FEE LETTER. IF
ADMINISTRATIVE BORROWER HAS SENT A NOTICE OF TERMINATION PURSUANT TO THE
PROVISIONS OF THIS SECTION, THEN THE COMMITMENTS SHALL TERMINATE AND BORROWERS
SHALL BE OBLIGATED TO REPAY IN CASH THE OBLIGATIONS IN FULL ON THE DATE SET
FORTH AS THE DATE OF TERMINATION OF THIS AGREEMENT IN SUCH NOTICE.
3.6
CONDITIONS SUBSEQUENT TO EXTENSIONS OF CREDIT.
(A)
THE OBLIGATION OF THE LENDER GROUP (OR ANY MEMBER THEREOF) TO
CONTINUE TO MAKE ADVANCES OR LEND ANY PORTION OF THE TERM LOANS (OR OTHERWISE
EXTEND CREDIT HEREUNDER) IS SUBJECT TO THE FULFILLMENT, ON OR BEFORE THE DATE
APPLICABLE THERETO (UNLESS SUCH DATE IS EXTENDED IN WRITING BY AGENT), OF EACH
OF THE CONDITIONS SUBSEQUENT SET FORTH BELOW (THE FAILURE BY BORROWERS TO SO
PERFORM OR CAUSE TO BE PERFORMED CONSTITUTING AN EVENT OF DEFAULT):
(I)
WITHIN THIRTY (30) DAYS AFTER THE CLOSING DATE, THE BORROWERS AND
THEIR SUBSIDIARIES, AS APPLICABLE, SHALL HAVE ENTERED INTO CONTROL AGREEMENTS
WITH LLOYDS TSB BANK PLC, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, WITH
RESPECT TO ALL ACCOUNTS OF THE BORROWERS AND THEIR UK SUBSIDIARIES LOCATED IN
THE UNITED KINGDOM.
(II)
WITHIN NINETY (90) DAYS AFTER THE CLOSING DATE, ALL ACCOUNTS OF
THE BORROWERS LOCATED IN THE UNITED STATES SHALL BE PAYABLE TO ACCOUNTS AT EAST
WEST BANK AND THE BORROWERS SHALL HAVE ENTERED INTO CONTROL AGREEMENTS WITH EAST
WEST