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 EXPIRATION OF THE TERM.
AT LAURUS' ELECTION FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT AND THE EXPIRATION OF ANY APPLICABLE GRACE
PERIODS, 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) FIVE PERCENT (5%) OF THE CAPITAL AVAILABILITY AMOUNT IF SUCH
PAYMENT OCCURS PRIOR TO THE FIRST ANNIVERSARY OF THE CLOSING DATE, (2) FOUR
PERCENT (4%) OF THE CAPITAL AVAILABILITY AMOUNT IF SUCH PAYMENT OCCURS ON OR
AFTER THE FIRST ANNIVERSARY OF THE CLOSING DATE AND PRIOR TO THE SECOND
ANNIVERSARY OF THE CLOSING DATE AND (3) THREE PERCENT (3%) OF THE CAPITAL
AVAILABILITY AMOUNT IF SUCH TERMINATION OCCURS THEREAFTER DURING THE TERM; SUCH
FEE BEING INTENDED TO COMPENSATE LAURUS FOR ITS COSTS AND EXPENSES INCURRED IN
INITIALLY APPROVING THIS AGREEMENT OR EXTENDING SAME. SUCH EARLY PAYMENT FEE
SHALL BE DUE AND PAYABLE JOINTLY AND SEVERALLY BY THE COMPANIES TO LAURUS UPON
TERMINATION BY ACCELERATION OF THIS AGREEMENT BY LAURUS DUE TO THE OCCURRENCE
AND CONTINUANCE OF AN EVENT OF DEFAULT.
18.
TERMINATION OF LIEN.
THE LIENS AND RIGHTS
GRANTED TO LAURUS HEREUNDER AND ANY ANCILLARY AGREEMENTS AND THE FINANCING
STATEMENTS FILED IN CONNECTION HEREWITH OR THEREWITH SHALL CONTINUE IN FULL
FORCE AND EFFECT, NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT OR THE FACT
THAT ANY COMPANY'S ACCOUNT MAY FROM TIME TO TIME BE TEMPORARILY IN A ZERO OR
CREDIT POSITION, UNTIL ALL OF THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID OR
PERFORMED IN FULL AFTER THE TERMINATION OF THIS AGREEMENT.
LAURUS SHALL NOT BE
REQUIRED TO SEND TERMINATION STATEMENTS TO ANY COMPANY, OR TO FILE THEM WITH ANY
FILING OFFICE, UNLESS AND UNTIL THIS AGREEMENT AND THE ANCILLARY AGREEMENTS
SHALL HAVE BEEN TERMINATED IN ACCORDANCE WITH THEIR TERMS AND ALL OBLIGATIONS
INDEFEASIBLY PAID IN FULL IN IMMEDIATELY AVAILABLE FUNDS.
31
19.
EVENTS OF DEFAULT.
THE OCCURRENCE OF