the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Security Agreement.
GUARANTOR ACKNOWLEDGES THAT IT HAS EITHER OBTAINED THE ADVICE OF COUNSEL OR HAS
HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND
PROVISIONS OF THIS SECURITY AGREEMENT, THE OTHER DOCUMENTS AND ANY RELATED
AGREEMENT.
GUARANTOR FURTHER ACKNOWLEDGES THAT BY EXECUTING THIS SECURITY
AGREEMENT, IT IS WAIVING CERTAIN RIGHTS AS OTHERWISE SET FORTH HEREIN TO WHICH
GUARANTOR MAY OTHERWISE BE ENTITLED BY LAW.
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19. WAIVER OF JURY TRIAL.
GRANTOR, AGENT AND THE LENDERS EACH HEREBY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
(i) ARISING UNDER THIS SECURITY AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR
(ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO IN RESPECT OF THIS SECURITY AGREEMENT OR ANY OF THE OTHER
DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR
OTHERWISE.
GRANTOR, AGENT, AND THE LENDERS EACH HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY AND THAT GRANTOR, AGENT, OR ANY LENDER MAY FILE AN ORIGINAL
COUNTERPART OF A COPY OF THIS SECURITY AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.
20. SECTION TITLES.
The Section titles contained in this Security Agreement are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.
21. NO STRICT CONSTRUCTION.
The parties hereto have participated jointly in the
negotiation and drafting of this Security Agreement.
In the event an ambiguity
or question of intent or interpretation arises, this Security Agreement shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Security Agreement.
22. USE AND PROTECTION OF COPYRIGHT, PATENT AND TRADEMARK
COLLATERAL.
Notwithstanding anything to the contrary contained herein, unless
an Event of Default has occurred and is continuing, Agent shall from time to
time execute and deliver, upon the written request of Grantor, any and all
instruments, certificates, or other documents, in the form so requested,
necessary or appropriate in the judgment of Grantor to permit Grantor to
continue to exploit, license, use, enjoy and protect its Copyrights, Patents and
Trademarks.
23. NON-APPLICABILITY OF CHAPTER 346.
Grantor and Agent hereby agree that,
except for the opt-out provisions of Section 346.004 thereof, the provisions of
Chapter 346 of the Texas Finance Code (regulating certain revolving credit loans
and revolving tri-party accounts) shall not apply to this Security Agreement or
any of the Other Documents.
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24. GRANTOR'S WAIVER OF