DELIVERY OF SUCH NOTICE TO SECURED PARTY AT ITS ADDRESS
SPECIFIED IN THE WARRANT OR AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY
SECURED PARTY IN A WRITTEN NOTICE TO GRANTOR IN ACCORDANCE WITH THE PROVISIONS
THEREOF.
15. TERMINATION DATE.
THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE ON THE DATE
THE OBLIGATIONS ARE PAID AND PERFORMED IN FULL AND NO PROMISSORY NOTES REMAIN
OUTSTANDING (THE "TERMINATION DATE"), IT BEING
95
UNDERSTOOD AND AGREED THAT THE OBLIGATIONS SHALL BE DEEMED TO BE PAID AND
PERFORMED IN FULL UPON A FULL REDEMPTION OF THE SERIES A PREFERRED STOCK BY THE
SECURED PARTY AS CONTEMPLATED BY CLAUSE (II) OF SECTION 6(D) OF THE CERTIFICATE
OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF THE SERIES A PREFERRED
STOCK. SECURED PARTY AGREES THAT FROM AND AFTER THE TERMINATION DATE, SECURED
PARTY WILL, FROM TIME TO TIME, AT THE EXPENSE AND AT THE REQUEST OF GRANTOR,
PROMPTLY FOLLOWING ANY SUCH REQUEST OF GRANTOR: (I) DELIVER TO GRANTOR SUCH
TERMINATION STATEMENTS, RELEASES, ASSIGNMENTS OR OTHER AGREEMENTS OR
INSTRUMENTS, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO GRANTOR, AS
GRANTOR MAY REASONABLY REQUEST TO EVIDENCE THE TERMINATION OF THIS AGREEMENT,
THE PAYMENT OR OTHER SATISFACTION IN FULL OF ALL THE OBLIGATIONS AND TO
EVIDENCE, EFFECT OR CONFIRM THE RELEASE AND TERMINATION OF ANY AND ALL SECURITY
INTERESTS AND OTHER LIENS CREATED HEREUNDER OR PURSUANT TO THE PROMISSORY NOTES
OR OTHERWISE SECURING THE OBLIGATIONS, AND (II) DELIVER ANY COLLATERAL HELD BY
SECURED PARTY TO GRANTOR OR, AS APPLICABLE, INSTRUCT THE RELEVANT CUSTODIAN TO
DELIVER SUCH COLLATERAL TO GRANTOR.
EXCEPT AS PROVIDED IN SECTIONS 12 THROUGH
16, WHICH SHALL SURVIVE THE TERMINATION DATE, FROM AND AFTER THE TERMINATION
DATE, THIS AGREEMENT SHALL BE OF NO FURTHER FORCE AND EFFECT AS TO ANY MATTERS
THEREAFTER.
16. MISCELLANEOUS.
(a) This Agreement may be executed in two or more identical counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or
by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such signature page were an
original thereof. Any party delivering an executed counterpart of this Agreement
by facsimile or other electronic method of transmission also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Agreement.
(b) Any provision of this Agreement which is prohibited or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof in that jurisdiction or affecting
the validity or enforceability of such provision in any other jurisdiction.
(c) Headings used in this Agreement are