credited to the account of Borrowers as a
payment of principal.
9.19
Gender, Etc.
Whenever used herein, the singular shall include the
plural, the plural shall include the singular, and the use of the masculine,
feminine or neuter gender shall include all genders, as the context may require.
9.20
Headings.
The Section and subsection headings of this Agreement are
for convenience of reference only, and shall not limit or otherwise affect any
of the terms hereof.
9.21
Signatures by Facsimile.
Any facsimile signature of any party hereto
shall constitute a legal, valid and binding execution hereby by such party.
Page 24 of 38
9.22
WAIVER OF JURY TRIAL.
EACH BORROWER ACKNOWLEDGES AND AGREES THAT:
(a) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR
INSTITUTED BY THE LENDER, BORROWERS (OR EITHER OF THEM) OR ANY OTHER PARTY
HERETO OR ANY SUCCESSOR OR ASSIGN OF LENDER, BORROWERS (OR EITHER OFTHEM)
OR
ANY OTHER PARTY HERETO, ON OR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS OR THE OTHER DOCUMENTS REQUIRED HEREUNDER OR THE DEALINGS OF THE
PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT
BY A JURY AND EACH BORROWER AND THE BORROWERS WAIVE THE RIGHT TO TRIAL BY JURY;
(b) EACH BORROWER AND THE BORROWERS WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; AND (c) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS
AGREEMENT AND THE LENDER WOULD NOT EXTEND CREDIT TO THE BORROWERS (OR EITHER OF
THEM) IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS
AGREEMENT.
-SIGNATURE PAGE FOLLOWS-
Page 25 of 38
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
ATTEST:
WLG (USA) LLC (a "Borrower")
By:
/s/ Mary D. McALeer
By:
/s/ Edmund C. Pawelko
(SEAL)
Name:
Edmund C. Pawelko
Its:
Chief Executive Officer
ATTEST:
World Commerce Services, L.L.C. (a "Borrower")
By:
/s/ Mary D. McALeer
By:
/s/ Edmund C. Pawelko
(SEAL)
Name:
Edmund C. Pawelko
Its:
Chief Executive Officer
NOVA Business Credit, a division of NOVA Bank ("Lender")
By:
/s/ Randi M. Hershgordon
Name: Randi M. Hershgordon
Its: Vice President
Page 26 of 38
Schedule 1
1)
"Accounts", "Chattel Paper", "Contracts", "Contract Rights",
"Documents", "Equipment", "Fixtures" "General Intangibles", "Goods",
"Inventory", "Investment Property", "Instruments", "Letter-of-Credit Rights",
"Deposit Accounts", "Payment Intangibles", "Health Care Insurance Receivables",
"Records", "Promissory Notes", "Supporting Obligations" and "Proceeds" shall
have the same respective meanings as are given to those terms in the Uniform
Commercial Code except that the term "Accounts" shall also include all amounts
due under any lease of real property, a note receivable, any right to payment
under a note receivable, any right to payment which has been