OF ANY OTHER RIGHT OR REMEDY.
ARTICLE 13.
MISCELLANEOUS
13.1
COSTS AND EXPENSES.
TO THE EXTENT PERMITTED BY
LAW, BORROWER AGREES TO PAY TO LENDER, ON DEMAND, ALL OUT-OF-POCKET COSTS AND
EXPENSES (A) INCURRED BY LENDER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND EXPENSES OF COUNSEL RETAINED BY LENDER, AND INCLUDING FEES AND EXPENSES
INCURRED FOR CONSULTING, APPRAISAL, ENGINEERING, INSPECTION, AND ENVIRONMENTAL
ASSESSMENT SERVICES) IN CONNECTION WITH THE PREPARATION, NEGOTIATION, AND
EXECUTION OF THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND
PROCESSING EACH BORROWING NOTICE; AND (B) INCURRED BY LENDER (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL RETAINED BY LENDER) IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF LENDER'S RIGHTS UNDER THE LOAN
DOCUMENTS UPON THE OCCURRENCE OF AN EVENT OF DEFAULT OR UPON THE COMMENCEMENT OF
AN ACTION BY BORROWER AGAINST LENDER (EXCEPT THAT IF THE COURT MAKES A SPECIFIC
FINDING THAT BORROWER HAS PREVAILED ON ALL OR SUBSTANTIALLY ALL OF ITS CLAIMS IN
SUCH ACTION BROUGHT BY BORROWER, BORROWER SHALL NOT BE OBLIGATED TO PAY THE
COSTS AND EXPENSES OF LENDER IN CONNECTION WITH SUCH ACTION), INCLUDING WITHOUT
LIMITATION COLLECTION OF THE REVOLVING LOAN AND ENFORCEMENT OF ITS RIGHTS WITH
RESPECT TO THE COLLATERAL (REGARDLESS OF WHETHER SUCH ENFORCEMENT OR COLLECTION
IS BY COURT ACTION OR OTHERWISE).
LENDER MAY, AT ITS DISCRETION, PAY ALL
AMOUNTS OWING PURSUANT TO CLAUSE (A) ABOVE BY A REVOLVING ADVANCE UPON NOTICE TO
GAIAM.
13.2
SERVICE OF PROCESS AND CONSENT TO JURISDICTION.
BORROWER HEREBY AGREES THAT ANY LITIGATION WITH RESPECT TO THIS CREDIT AGREEMENT
OR TO ENFORCE ANY JUDGMENT OBTAINED AGAINST BORROWER FOR BREACH OF THIS CREDIT
AGREEMENT OR
42
UNDER THE REVOLVING NOTE OR OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF
THE STATE OF COLORADO AND IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
OF COLORADO (IF APPLICABLE SUBJECT MATTER JURISDICTIONAL REQUIREMENTS ARE
PRESENT), AS LENDER MAY ELECT; AND, BY EXECUTION AND DELIVERY OF THIS CREDIT
AGREEMENT, BORROWER IRREVOCABLY SUBMITS TO SUCH JURISDICTION.
WITH RESPECT TO
LITIGATION CONCERNING THIS CREDIT AGREEMENT OR UNDER THE REVOLVING NOTE OR OTHER
LOAN DOCUMENTS WITHIN THE JURISDICTION OF THE COURTS OF THE STATE OF COLORADO OR
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO, BORROWER HEREBY
IRREVOCABLY APPOINTS, UNTIL AT LEAST ONE (1) YEAR FOLLOWING THE REVOLVING
MATURITY DATE, CORPORATION SERVICE COMPANY TO SERVE AS AGENT OF BORROWER TO
RECEIVE FOR AND ON BEHALF OF BORROWER AT SUCH AGENT'S DENVER, COLORADO OFFICE
(PRESENTLY AT 1560 BROADWAY), SERVICE OF PROCESS, WHICH SERVICE MAY BE MADE BY
MAILING A COPY OF ANY SUMMONS OR OTHER LEGAL PROCESS TO BORROWER IN CARE OF SUCH
AGENT.
BORROWER AGREES THAT BORROWER SHALL MAINTAIN A DULY APPOINTED AGENT IN
COLORADO FOR SERVICE OF SUMMONS AND OTHER LEGAL PROCESS AS LONG AS BORROWER
REMAINS OBLIGATED UNDER THIS CREDIT AGREEMENT AND SHALL KEEP LENDER ADVISED IN
WRITING OF THE IDENTITY AND LOCATION OF SUCH AGENT.
THE RECEIPT BY SUCH AGENT
AND/OR BY BORROWER OF SUCH SUMMONS OR OTHER LEGAL PROCESS IN ANY SUCH