COVENANTS,
78
REPRESENTATIONS AND WARRANTIES HEREUNDER SHALL CONTINUE BEYOND THE FINAL
DISBURSEMENT OF THE LOAN MADE HEREUNDER FOR SO LONG AS BORROWER HAS ANY
OBLIGATIONS OUTSTANDING LENDER, OR LENDER HAS ANY LIEN ON ANY PROPERTY OF
BORROWER.
10.13
GOVERNING LAW.
THIS AGREEMENT AND EACH TRANSACTION CONSUMMATED
HEREUNDER SHALL BE DEEMED TO BE MADE UNDER THE LAWS OF THE STATE OF MISSOURI AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE.
10.14
HEADINGS.
THE TITLES AND HEADINGS OF THE PARAGRAPHS OF THIS
AGREEMENT HAVE BEEN INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO SUMMARIZE OR OTHERWISE DESCRIBE, OR LIMIT, MODIFY OR EXPOUND UPON
THE SUBJECT MATTER OF SUCH PARAGRAPHS.
10.15
LENDER'S DISCRETION.
ANY CONDITION OF THIS AGREEMENT WHICH REQUIRES
THE SUBMISSION OF EVIDENCE OF THE EXISTENCE OR NON-EXISTENCE OF A SPECIFIED FACT
OR FACTS IMPLIES AS A CONDITION THE EXISTENCE OR NON-EXISTENCE, AS THE CASE MAY
BE, OF SUCH FACT OR FACTS AND LENDER SHALL, AT ALL TIME, BE FREE INDEPENDENTLY
TO ESTABLISH TO ITS SATISFACTION AND IN ITS REASONABLE DISCRETION SUCH EXISTENCE
OR NON-EXISTENCE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
WHENEVER LENDER'S JUDGMENT, CONSENT OR APPROVAL IS REQUIRED HEREUNDER FOR ANY
MATTER, OR LENDER SHALL HAVE AN OPTION OR ELECTION HEREUNDER, SUCH JUDGMENT, THE
DECISION AS TO WHETHER OR NOT TO CONSENT TO OR APPROVE THE SAME OR THE EXERCISE
OF SUCH OPTION OR ELECTION SHALL BE IN THE SOLE DISCRETION OF LENDER.
10.16
CONSENT TO FORUM.
AS PART OF THE CONSIDERATION FOR NEW VALUE THIS
DAY RECEIVED, BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE COURT
LOCATED WITHIN ST. LOUIS COUNTY, MISSOURI OR THE UNITED STATES DISTRICT COURT,
EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND WAIVES PERSONAL SERVICE OF
ANY AND ALL PROCESS UPON BORROWER AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS
BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET
FORTH IN THE PRELIMINARY STATEMENTS HEREOF, AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.
NOTHING CONTAINED HEREIN SHOULD BE
DEEMED TO AFFECT THE PARTIES' RIGHT TO REMOVE TO FEDERAL COURT WITHIN THE
EASTERN DISTRICT OF MISSOURI.
BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND
VENUE OF ANY ACTION INSTITUTED AGAINST BORROWER AS PROVIDED HEREIN AND AGREES
NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE.
BORROWER
FURTHER AGREES NOT TO ASSERT AGAINST LENDER (EXCEPT BY WAY OF A DEFENSE OR
COUNTERCLAIM IN A PROCEEDING INITIATED BY LENDER) ANY CLAIM OR OTHER ASSERTION
OF LIABILITY WITH RESPECT TO THIS AGREEMENT, THE NOTES, ANY OF THE LOAN
DOCUMENTS, LENDER'S CONDUCT IN RESPECT OF ANY OF THE FOREGOING OR OTHERWISE IN
ANY JURISDICTION OTHER THAN THE FOREGOING JURISDICTIONS.
NOTHING IN THIS
SECTION SHALL AFFECT THE RIGHT OF LENDER TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF LENDER TO BRING ANY ACTION OR
PROCEEDING AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTIONS.
10.17
WAIVER OF JURY