obligation on the Lender to make any loans or advances or to provide
financial accommodations under the Revolving Credit or otherwise, shall remain
in full force and effect until all Liabilities shall have been paid in full. The
release by the Lender of the security interests granted the Lender by the
Borrowers hereunder may be upon such conditions and indemnifications as the
Lender may require.
13-3.
PREPAYMENT PREMIUM.
IF BORROWERS PAY IN FULL ALL OR SUBSTANTIALLY
ALL OF THE LIABILITIES PRIOR TO THE END OF THE INITIAL TERM OF THIS AGREEMENT,
OTHER THAN TEMPORARILY FROM FUNDS INTERNALLY GENERATED IN THE ORDINARY COURSE OF
BUSINESS OR THROUGH AN INFUSION OF CAPITAL OF, OR INTO, IPARTY CORP. (PROVIDED
THIS AGREEMENT IS NOT TERMINATED AS A CONSEQUENCE OF SUCH PAYMENT OR INFUSION OR
OTHERWISE), AT THE TIME OF SUCH PAYMENT BORROWERS SHALL ALSO PAY TO LENDER A
"PREPAYMENT PREMIUM" IN AN AMOUNT EQUAL TO:
(I) ONE AND ONE-HALF (1.5%) PERCENT
OF THE CREDIT LIMIT IF PAID ON OR BEFORE JANUARY 2, 2008, AND (II) ONE (1.0%)
PERCENT OF THE OF THE CREDIT LIMIT IF PAID AFTER JANUARY 3, 2008 AND ON OR
BEFORE JANUARY 2, 2009; AND (II) ONE-HALF OF ONE (0.5%) PERCENT OF THE OF THE
CREDIT LIMIT IF PAID AFTER JANUARY 2, 2009 AND BEFORE THE MATURITY DATE.
ANY
PAYMENT OF THE LIABILITIES FOLLOWING AN ACCELERATION BY LENDER OF THE
LIABILITIES PURSUANT TO ARTICLE 10 HEREOF, SHALL BE FOR PURPOSES OF THIS SECTION
DEEMED TO BE A PREPAYMENT REQUIRING BORROWERS TO PAY THE AFOREMENTIONED
PREPAYMENT PREMIUM.
SUCH PREPAYMENT PREMIUM SHALL BE PAID TO LENDER AS
ADDITIONAL CONSIDERATION, AND IN VIEW OF THE IMPRACTICALITY AND EXTREME
DIFFICULTY OF ASCERTAINING THE ACTUAL AMOUNT OF DAMAGES TO THE LENDER OR PROFITS
LOST BY THE LENDER AS A RESULT OF SUCH EARLY TERMINATION AND BY MUTUAL AGREEMENT
OF THE PARTIES AS TO A REASONABLE ESTIMATION AND CALCULATION OF THE LENDER'S
LOST PROFITS OR DAMAGES, AS LIQUIDATED DAMAGES FOR THE LOSS OF THE BARGAIN BY
LENDER AND NOT AS A PENALTY.
ARTICLE 14 - GENERAL
14-1.
PROTECTION OF COLLATERAL.
THE LENDER HAS NO DUTY AS TO THE
COLLECTION OR PROTECTION OF THE COLLATERAL BEYOND THE SAFE CUSTODY OF SUCH OF
THE COLLATERAL AS MAY COME INTO THE POSSESSION OF THE LENDER AND SHALL HAVE NO
DUTY AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS
PERTAINING THERETO. THE LENDER MAY INCLUDE REFERENCE TO THE BORROWERS (AND MAY
UTILIZE ANY LOGO OR OTHER DISTINCTIVE SYMBOL ASSOCIATED WITH THE BORROWERS) IN
CONNECTION WITH ANY ADVERTISING, PROMOTION, OR MARKETING UNDERTAKEN BY THE
LENDER.
14-2.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
BORROWERS AND THE BORROWERS' REPRESENTATIVES, SUCCESSORS, AND ASSIGNS AND SHALL
ENURE TO THE BENEFIT OF THE LENDER AND THE LENDER'S SUCCESSORS AND ASSIGNS
PROVIDED, HOWEVER, NO TRUSTEE OR OTHER FIDUCIARY APPOINTED WITH RESPECT TO THE
BORROWERS SHALL HAVE ANY RIGHTS HEREUNDER. IN THE EVENT THAT THE LENDER ASSIGNS
OR TRANSFERS ITS RIGHTS UNDER THIS AGREEMENT, THE ASSIGNEE SHALL THEREUPON
SUCCEED TO