ATTORNEY.
EACH COMPANY HEREBY APPOINTS LAURUS, OR ANY
OTHER PERSON WHOM LAURUS MAY DESIGNATE AS SUCH COMPANY'S ATTORNEY, WITH POWER
TO:
(I) ENDORSE SUCH COMPANY'S NAME ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY
ORDERS, DRAFTS OR OTHER FORMS OF PAYMENT OR SECURITY THAT MAY COME INTO LAURUS'
POSSESSION; (II) SIGN SUCH COMPANY'S NAME ON ANY INVOICE OR BILL OF LADING
RELATING TO ANY ACCOUNTS, DRAFTS AGAINST ACCOUNT DEBTORS, SCHEDULES AND
ASSIGNMENTS OF ACCOUNTS, NOTICES OF ASSIGNMENT, FINANCING STATEMENTS AND OTHER
PUBLIC RECORDS, VERIFICATIONS OF ACCOUNT AND NOTICES TO OR FROM ACCOUNT DEBTORS;
(III) VERIFY THE VALIDITY, AMOUNT OR ANY OTHER MATTER RELATING TO ANY ACCOUNT BY
MAIL, TELEPHONE, TELEGRAPH OR OTHERWISE WITH ACCOUNT DEBTORS; (IV) DO ALL THINGS
NECESSARY TO CARRY OUT THIS AGREEMENT, ANY ANCILLARY AGREEMENT AND ALL RELATED
DOCUMENTS; AND (V) ON OR AFTER THE OCCURRENCE AND DURING THE CONTINUATION OF AN
EVENT OF DEFAULT, NOTIFY THE POST OFFICE AUTHORITIES TO CHANGE THE ADDRESS FOR
DELIVERY OF SUCH COMPANY'S MAIL TO AN ADDRESS DESIGNATED BY LAURUS, AND TO
RECEIVE, OPEN AND
30
DISPOSE OF ALL MAIL ADDRESSED TO SUCH COMPANY.
EACH COMPANY HEREBY RATIFIES AND
APPROVES ALL ACTS OF THE ATTORNEY.
NEITHER LAURUS, NOR THE ATTORNEY WILL BE
LIABLE FOR ANY ACTS OR OMISSIONS OR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT
OR LAW, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS POWER, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE SO LONG AS LAURUS HAS A SECURITY
INTEREST AND UNTIL THE OBLIGATIONS HAVE BEEN FULLY SATISFIED.
17.
TERM OF AGREEMENT.
LAURUS' AGREEMENT TO MAKE LOANS AND EXTEND
FINANCIAL ACCOMMODATIONS UNDER AND IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT
UNTIL THE LATER OF (X) THE EXPIRATION OF THE REVOLVING TERM AND (Y) THE MATURITY
DATE (AS DEFINED IN THE SECURED NON-CONVERTIBLE TERM NOTE); PROVIDED THAT
LAURUS' AGREEMENT TO MAKE REVOLVING LOANS UNDER AND IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT SHALL TERMINATE UPON THE EXPIRATION
OF THE REVOLVING TERM.
AT LAURUS' ELECTION FOLLOWING THE OCCURRENCE OF AN EVENT
OF DEFAULT, LAURUS MAY TERMINATE THIS AGREEMENT.
THE TERMINATION OF THE
AGREEMENT SHALL NOT AFFECT ANY OF LAURUS' RIGHTS HEREUNDER OR ANY ANCILLARY
AGREEMENT AND THE PROVISIONS HEREOF AND THEREOF SHALL CONTINUE TO BE FULLY
OPERATIVE UNTIL ALL TRANSACTIONS ENTERED INTO, RIGHTS OR INTERESTS CREATED AND
THE OBLIGATIONS HAVE BEEN IRREVOCABLY DISPOSED OF, CONCLUDED OR LIQUIDATED.
NOTWITHSTANDING THE FOREGOING, LAURUS SHALL RELEASE ITS SECURITY INTERESTS AT
ANY TIME AFTER THIRTY (30) DAYS NOTICE UPON IRREVOCABLE PAYMENT TO IT OF ALL
OBLIGATIONS IF EACH COMPANY SHALL HAVE (I) PROVIDED LAURUS WITH AN EXECUTED
RELEASE OF ANY AND ALL CLAIMS WHICH SUCH COMPANY MAY HAVE OR THEREAFTER HAVE
UNDER THIS AGREEMENT AND ALL ANCILLARY AGREEMENTS AND (II) PAID TO LAURUS AN
EARLY PAYMENT FEE IN AN AMOUNT EQUAL TO (1) THREE PERCENT (3%) OF THE ORIGINAL
PRINCIPAL AMOUNT OF THE SECURED NON-CONVERTIBLE REVOLVING NOTE IF SUCH PAYMENT
OCCURS PRIOR TO THE FIRST ANNIVERSARY OF