EXTENT THAT IT LAWFULLY MAY, EACH GRANTORS HEREBY AGREES THAT IT WILL NOT
INVOKE ANY LAW RELATING TO THE MARSHALLING OF COLLATERAL WHICH MIGHT CAUSE DELAY
IN OR IMPEDE THE ENFORCEMENT OF THE PURCHASERS' RIGHTS UNDER THIS AGREEMENT OR
UNDER ANY OTHER INSTRUMENT CREATING OR EVIDENCING ANY OF THE OBLIGATIONS OR
UNDER WHICH ANY OF THE OBLIGATIONS IS OUTSTANDING OR BY WHICH ANY OF THE
OBLIGATIONS IS SECURED OR PAYMENT THEREOF IS OTHERWISE ASSURED, AND, TO THE
EXTENT THAT IT LAWFULLY MAY, EACH GRANTOR HEREBY IRREVOCABLY WAIVES THE BENEFITS
OF ALL SUCH LAWS.
22.
PROCEEDS OF DISPOSITIONS; EXPENSES. THE GRANTORS SHALL PAY TO THE
PURCHASERS ON DEMAND ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS, INCURRED OR PAID BY THE PURCHASERS IN PROTECTING, PRESERVING
OR ENFORCING THE PURCHASERS' RIGHTS UNDER OR IN RESPECT OF ANY OF THE
OBLIGATIONS OR ANY OF THE COLLATERAL. AFTER DEDUCTING ALL OF SAID EXPENSES, THE
RESIDUE OF ANY PROCEEDS OF COLLECTION OR SALE OF THE OBLIGATIONS OR COLLATERAL
SHALL, TO THE EXTENT ACTUALLY RECEIVED IN CASH, BE APPLIED TO THE PAYMENT OF THE
OBLIGATIONS IN SUCH ORDER OR PREFERENCE AS THE PURCHASERS MAY DETERMINE, PROPER
ALLOWANCE AND PROVISION BEING MADE FOR ANY OBLIGATIONS NOT THEN DUE. UPON THE
FINAL PAYMENT AND SATISFACTION IN FULL OF ALL OF THE OBLIGATIONS (OTHER THAN
INDEMNIFICATION OBLIGATIONS WHICH HAVE NOT MATURED AS OF THE DATE THEREOF) AND
AFTER MAKING ANY PAYMENTS REQUIRED BY SECTIONS 9-608(A)(1)(C) OR 9615(A)(3) OF
THE UNIFORM COMMERCIAL CODE OF THE STATE, ANY EXCESS SHALL BE RETURNED TO THE
GRANTORS, AND THE GRANTORS SHALL REMAIN LIABLE FOR ANY DEFICIENCY IN THE PAYMENT
OF THE OBLIGATIONS.
23.
OVERDUE AMOUNTS. UNTIL PAID, ALL AMOUNTS DUE AND PAYABLE BY THE
GRANTORS HEREUNDER SHALL BE A DEBT SECURED BY THE COLLATERAL AND SHALL BEAR,
WHETHER BEFORE OR AFTER JUDGMENT, INTEREST AT THE RATE OF INTEREST SET FORTH IN
THE NOTE.
16
24.
GOVERNING LAW; CONSENT TO JURISDICTION.
(A)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE (OTHER THAN THOSE CONFLICT OF LAW RULES
THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION). WITHOUT IN
ANY WAY LIMITING THE PRECEDING CHOICE OF LAW, THE PARTIES ELECT TO BE GOVERNED
BY THE LAW OF THE STATE IN ACCORDANCE WITH, AND ARE RELYING (AT LEAST IN PART)
ON, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE, AS AMENDED, OR
ANY CORRESPONDING OR SUCCEEDING PROVISIONS THEREOF.
(B)
SUBMISSION TO JURISDICTION. THE GRANTORS HEREBY SUBMIT TO THE
EXCLUSIVE PERSONAL JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF THE SUPREME COURT OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY (INCLUDING ITS APPELLATE DIVISION), AND OF ANY OTHER
APPELLATE COURT IN THE STATE OF NEW YORK, FOR THE PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
(C)
WAIVER OF VENUE. THE GRANTORS HEREBY IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED