EVENT OF DEFAULT OCCURS, LENDER SHALL, UPON NOTICE THEREOF TO THE BORROWER, HAVE
THE RIGHT TO ACCELERATE AND DECLARE ALL OF THE OBLIGATIONS TO BE IMMEDIATELY DUE
AND PAYABLE, INCREASE THE INTEREST RATE BY AN ADDITIONAL TWO PERCENT PER ANNUM,
AND EXERCISE ALL RIGHTS AND REMEDIES ACCORDED IT BY APPLICABLE LAW.
7.
GENERAL.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT SHALL STILL CONTINUE IN FULL
FORCE AND EFFECT.
THIS AGREEMENT AND ANY OTHER WRITTEN AGREEMENTS, DOCUMENTS
AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH ARE THE COMPLETE AGREEMENT
BETWEEN BORROWER AND LENDER AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS
NEGOTIATIONS AND ORAL REPRESENTATIONS AND AGREEMENTS, ALL OF WHICH ARE MERGED
AND INTEGRATED IN THIS AGREEMENT.
THERE ARE NO ORAL UNDERSTANDINGS,
REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES WHICH ARE NOT IN THIS
AGREEMENT OR IN OTHER WRITTEN AGREEMENTS SIGNED BY THE PARTIES IN CONNECTION
THIS AGREEMENT.
THE FAILURE OF LENDER AT ANY TIME TO REQUIRE BORROWER TO COMPLY
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STRICTLY WITH ANY OF THE PROVISIONS OF THIS AGREEMENT SHALL NOT WAIVE LENDER'S
RIGHT LATER TO DEMAND AND RECEIVE STRICT COMPLIANCE.
ANY WAIVER OF A DEFAULT
SHALL NOT WAIVE ANY OTHER DEFAULT.
NONE OF THE PROVISIONS OF THIS AGREEMENT MAY
BE WAIVED EXCEPT BY A SPECIFIC WRITTEN WAIVER SIGNED BY AN OFFICER OF LENDER AND
DELIVERED TO BORROWER.
THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED,
EXCEPT IN A WRITING SIGNED BY BORROWER AND LENDER.
BORROWER MAY NOT ASSIGN ANY
RIGHTS UNDER THIS AGREEMENT WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
THE LENDER
MAY ASSIGN ALL OF ITS RIGHT, TITLE AND INTEREST HEREUNDER WITHOUT THE BORROWER'S
CONSENT.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME INSTRUMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS
AGREEMENT BY SIGNING ANY SUCH COUNTERPART.
ANY SIGNATURE ON THIS AGREEMENT
DELIVERED BY FACSIMILE TRANSMISSION SHALL BE DEEMED TO BE AN ORIGINAL SIGNATURE
TO THIS AGREEMENT.
8.
INTERCREDITOR AGREEMENT.
THE RELATIVE RIGHTS OF LENDER AND
TRIDENT WITH RESPECT TO THE COLLATERAL ARE SET FORTH IN THE INTERCREDITOR
AGREEMENT BETWEEN THEM AND BORROWER AND DATED THE DATE HEREOF (THE
"INTERCREDITOR AGREEMENT").
WITNESS the due execution of this Loan and Security Agreement on the date first
written above.
GEM SOLUTIONS, INC
COMPUSVEN, INC.
By:
/s/ John E. Baker
By:
/s/ John E. Baker
Name: John E. Baker
Name: John E. Baker
Title: Chief Executive Officer
Title: President
FEQ GAS, LLC
By:
/s/ Ernest A. Bartlett III
Name: Ernest A. Bartlett III
Title: President
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