THE LOANS MADE PURSUANT TO THE SENIOR CREDIT AGREEMENT SHALL HAVE BEEN
IRREVOCABLY REPAID IN FULL IN CASH AND THE COMMITMENTS THEREUNDER SHALL HAVE
TERMINATED OR UNLESS OTHERWISE PERMITTED UNDER THE SENIOR CREDIT AGREEMENT.
(B)
IN THE EVENT THAT THERE SHALL BE A SALE BY THE PARENT OF ANY OF
ITS EQUITY INTERESTS, EXCEPT WITH RESPECT TO PREFERRED STOCK ISSUED TO FLETCHER
INTERNATIONAL, LTD., THEN, WITHIN THREE (3) BUSINESS DAYS OF THE DATE OF RECEIPT
OF THE NET CASH PROCEEDS OF SUCH SALE, THE PARENT SHALL REPAY THE LOAN IN AN
AMOUNT EQUAL TO SUCH NET CASH PROCEEDS; PROVIDED, HOWEVER, THAT SUCH PAYMENT
SHALL ONLY BE MADE (I) FOLLOWING THE IRREVOCABLE PAYMENT IN FULL IN CASH OF ALL
SENIOR INDEBTEDNESS AND ALL OTHER LIABILITIES, INDEBTEDNESS AND OBLIGATIONS OF
THE BORROWERS DUE AND PAYABLE TO THE SENIOR LENDER PURSUANT TO THE TERMS OF THE
SENIOR LOAN DOCUMENTS AND THE TERMINATION OF THE LOAN COMMITMENTS UNDER THE
SENIOR CREDIT AGREEMENT, (II) WITH THE PRIOR WRITTEN CONSENT OF THE AGENT OR
(III) AS OTHERWISE PERMITTED UNDER THE SENIOR CREDIT AGREEMENT.
ANY AMOUNT TO
BE PREPAID PURSUANT TO THIS SECTION 3.02(B) SHALL BE DUE AND PAYABLE ON THE DATE
referred to in the first sentence of this Section 3.02(b) together with accrued
interest to such date on the amount prepaid.
SECTION 3.03.
CLOSING FEE.
THE BORROWERS AGREE TO PAY TO THE LENDER A CLOSING
FEE EQUAL TO ONE AND ONE-HALF PERCENT (1.5%) (THE "CLOSING FEE") OF THE LOAN,
PAYABLE ON THE CLOSING DATE.
SECTION 3.04.
CERTAIN WAIVERS.
(A) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, THE BORROWERS HEREBY WAIVE PROMPTNESS, DILIGENCE, PRESENTMENT, DEMAND,
PROTEST, NOTICE OF ANY AND ALL ADVANCES OF THE LOAN MADE UNDER THIS AGREEMENT
AND THE NOTE, NOTICE OF OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT (EXCEPT TO
THE EXTENT NOTICE IS EXPRESSLY REQUIRED TO BE GIVEN PURSUANT TO THE TERMS OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS), OR OF ANY DEMAND FOR ANY
PAYMENT UNDER THIS AGREEMENT, NOTICE OF ANY ACTION AT ANY TIME TAKEN OR OMITTED
BY THE LENDER UNDER OR IN RESPECT OF ANY OF THE OBLIGATIONS HEREUNDER, ANY
REQUIREMENT OF DILIGENCE AND, GENERALLY, ALL DEMANDS, NOTICES AND OTHER
FORMALITIES OF EVERY KIND IN CONNECTION WITH THIS AGREEMENT AND THE OTHER SUCH
LOAN DOCUMENTS.
THE BORROWERS HEREBY WAIVE ALL DEFENSES WHICH MAY BE AVAILABLE
BY VIRTUE OF ANY VALUATION, STAY, MORATORIUM LAW OR OTHER SIMILAR LAW NOW OR
HEREAFTER IN EFFECT, ANY RIGHT TO REQUIRE THE MARSHALING OF ASSETS OF THE
BORROWERS AND ANY OTHER ENTITY OR PERSON PRIMARILY OR SECONDARILY LIABLE WITH
RESPECT TO ANY OF SUCH OBLIGATIONS, AND ALL SURETYSHIP DEFENSES GENERALLY.
THE
BORROWERS HEREBY ASSENT TO, AND WAIVE NOTICE OF, ANY EXTENSION OR POSTPONEMENT
OF THE TIME FOR THE PAYMENT, OR PLACE OR MANNER FOR PAYMENT, COMPROMISE,
REFINANCING, CONSOLIDATION OR RENEWALS OF ANY OF SUCH OBLIGATIONS HEREUNDER, THE
ACCEPTANCE OF ANY PARTIAL PAYMENT THEREON, ANY WAIVER, CONSENT OR OTHER ACTION
OR ACQUIESCENCE BY THE LENDER AT ANY TIME OR TIMES IN