BORROWER IN THE AMOUNT OF $54,920.28 (THE "GE TRANSFER").
AT BORROWER'S
REQUEST, THE GE TRANSFER WILL BE SENT BY GE CAPITAL TO LENDER.
BORROWER HAS
INFORMED GE CAPITAL THAT IT IS CONCURRENTLY ENTERING INTO THIS AGREEMENT WITH
LENDER (THE "BORROWER/OXFORD AGREEMENT") THAT RESOLVES BORROWER'S SIMILAR
DISPUTE WITH LENDER AND THAT, PURSUANT THERETO, LENDER IS TO RECEIVE THE
TRANSFER DIRECTLY FROM GE CAPITAL.
GE CAPITAL IS NOT A PARTY TO THE
BORROWER/OXFORD AGREEMENT AND HAS NO RESPONSIBILITY TO BORROWER OR TO LENDER
WITH REGARD THERETO; PROVIDED THAT GE CAPITAL SHALL NOT BE OBLIGATED TO SEND THE
TRANSFER UNTIL IT HAS RECEIVED AN EXECUTED COPY OF THIS AGEEMENT.
.26
FAVRILLE WIRE TRANSFER.
NO LATER THAN TWO BUSINESS DAYS AFTER
BORROWER'S EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER SHALL SEND A WIRE
TRANSFER TO LENDER IN THE AMOUNT OF $46,742.85 (THE "FAVRILLE TRANSFER").
THE
FAVRILLE TRANSFER CONSISTS OF PRINCIPAL IN THE AMOUNT OF $46,490.61 AND INTEREST
IN THE AMOUNT OF $252.24 THROUGH JUNE 30, 2008.
THE PRINCIPAL AMOUNT WILL BEAR
INTEREST AT THE RATE OF $13.28 PER DAY COMMENCING ON JULY 1, 2008 AND CONTINUING
UNTIL LENDER HAS BEEN PAID IN FULL.
.27
RESOLUTION OF DISPUTE.
BORROWER AND LENDER AGREE THAT LENDER'S
RECEIPT OF THE GE TRANSFER AND THE FAVRILLE 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 5 AND SECTION 9
OF THIS AGREEMENT, CONSTITUTE A FULL AND FINAL SETTLEMENT OF ALL OUTSTANDING
OBLIGATIONS BETWEEN THEM ARISING OUT OF THE LOAN DOCUMENTS.
.28
MATTERS THAT SURVIVE REPAYMENT OF THE LOAN.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 4 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.
.29
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 GE CAPITAL ("JOINT UCC-1 FILINGS"), BORROWER SHALL WAIT UNTIL IT ALSO
HAS AUTHORITY FROM LENDER AND GE CAPITAL