A PARTY TO THE BORROWER/OXFORD AGREEMENT AND HAS NO
RESPONSIBILITY TO BORROWER OR
TO OXFORD WITH REGARD THERETO; PROVIDED THAT LENDER SHALL NOT OBLIGATED TO SEND
THE TRANSFER UNTIL IT HAS RECEIVED AN EXECUTED COPY OF THE BORROWER/OXFORD
AGREEMENT.
.16
RESOLUTION OF DISPUTE.
BORROWER AND LENDER AGREE THAT LENDER'S
SENDING THE TRANSFER AND THE MUTUAL RELEASES CONTAINED HEREIN ARE IN FULL
SATISFACTION OF THE PREPAYMENT CHARGE DISPUTE AND THAT, WITH THE EXCEPTION OF
THE MATTERS REFERRED TO IN SECTION 4 AND SECTION 8 OF THIS AGREEMENT, CONSTITUTE
A FULL AND FINAL SETTLEMENT OF ALL OUTSTANDING OBLIGATIONS BETWEEN THEM ARISING
OUT OF THE LOAN DOCUMENTS.
.17
MATTERS THAT SURVIVE REPAYMENT OF THE LOAN.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 3 OF THIS AGREEMENT OR THE RELEASE SET FORTH HEREIN,
BORROWER SHALL CONTINUE TO REMAIN OBLIGATED TO LENDER WITH RESPECT TO THOSE
TERMS AND PROVISIONS IN THE LOAN DOCUMENTS, IF ANY, THAT BY THEIR TERMS OR BY
THEIR NATURE SURVIVE PAYMENT IN FULL OF THE LOANS AND RELATED OBLIGATIONS,
INCLUDING ANY INDEMNITIES.
.18
RELEASE OF LIENS ON COLLATERAL.
LENDER AGREES THAT ALL LIENS AND
SECURITY INTERESTS HELD BY IT IN ANY COLLATERAL SHALL BE DEEMED IMMEDIATELY AND
AUTOMATICALLY RELEASED ON THE DATE THAT THIS AGREEMENT IS EXECUTED AND DELIVERED
BY THE PARTIES HERETO (THE "AGREEMENT EFFECTIVE DATE").
LENDER AGREES TO
EXECUTE AND DELIVER TO BORROWER, AT BORROWER'S EXPENSE, SUCH DOCUMENTS AS
BORROWER SHALL REASONABLY REQUEST IN ORDER TO EVIDENCE THE RELEASE OF SUCH LIENS
AND SECURITY INTERESTS.
BORROWER IS AUTHORIZED TO FILE FOR RECORDATION UCC-3
TERMINATION STATEMENTS COVERING ALL FINANCING STATEMENTS RECORDED AND/OR FILED
BY OR ON BEHALF OF
LENDER WITH RESPECT TO THE LOAN DOCUMENTS (BUT NOT ANY
FINANCING STATEMENTS THAT MAY HAVE BEEN FILED BY LENDER WITH REGARD TO
OBLIGATIONS OUTSIDE THE SCOPE OF THE LOAN DOCUMENTS), INCLUDING, BUT NOT LIMITED
TO, THOSE SET FORTH IN EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN:
PROVIDED, HOWEVER, WHERE SUCH FILE NUMBER(S) RELATE TO FILINGS MADE JOINTLY BY
LENDER AND OXFORD ("JOINT UCC-1 FILINGS"), BORROWER SHALL WAIT UNTIL IT ALSO HAS
AUTHORITY FROM OXFORD TO TERMINATE THE JOINT UCC-1 FILINGS.
WITHIN 2 BUSINESS
DAYS AFTER THE AGREEMENT EFFECTIVE DATE, LENDER SHALL DELIVER WRITTEN NOTICE TO
THE BANK OR OTHER FINANCIAL INSTITUTION THAT IS PARTY TO THE FOLLOWING ACCOUNT
CONTROL AGREEMENTS THAT LENDER IS TERMINATING LENDER'S RIGHTS UNDER THE ACCOUNT
CONTROL AGREEMENT:
A) SECURITIES ACCOUNT CONTROL AGREEMENT/GECC SILICON VALLEY
BANK DATED 12/29/05 - ACCOUNT NO. 48600699, B) SECURITIES ACCOUNT CONTROL
AGREEMENT/OXFORD & GECC/BEAR STEARNS DATED 12/29/05, C) SECURITIES ACCOUNT
CONTROL AGREEMENT/OXFORD & GECC/STATE STREET BANK DATED 12/29/05, AND D) DEPOSIT
ACCOUNT CONTROL AGREEMENT/OXFORD & GECC/ SILICON VALLEY BANK DATED 12/29/05 WITH
RESPECT TO THE FOLLOWING ACCOUNTS: 300275403, 3300295983, 3300261889 AND,
3300368044.
LENDER'S NOTICE SHALL NOT TERMINATE ANY RIGHTS OF OXFORD AND
BORROWER UNDERSTANDS THAT IT WILL NEED TO MAKE SEPARATE ARRANGEMENTS WITH OXFORD
FOR OXFORD TO TERMINATE ITS INTEREST IN SUCH ACCOUNTS.
.19
RELEASE OF LENDER BY BORROWER.
BORROWER HEREBY RELEASES, REMISES,
ACQUITS AND FOREVER DISCHARGES LENDER AND EACH OF ITS EMPLOYEES, AGENTS,
REPRESENTATIVES,