ANY AND ALL EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS, INCURRED OR PAID BY LENDER IN PROTECTING, PRESERVING OR ENFORCING
LENDER'S 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 LENDER 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 AND AFTER MAKING ANY PAYMENTS
REQUIRED BY SECTIONS 9-608(A)(1)(C) OR 9-615(A)(3) OF THE UNIFORM COMMERCIAL
CODE OF THE STATE, ANY EXCESS SHALL BE RETURNED TO BORROWER, AND BORROWER SHALL
REMAIN LIABLE FOR ANY DEFICIENCY IN THE PAYMENT OF THE OBLIGATIONS.
21.
OVERDUE AMOUNTS. UNTIL PAID, ALL AMOUNTS DUE AND PAYABLE BY
BORROWER HEREUNDER ARE A DEBT SECURED BY THE COLLATERAL AND SHALL BEAR, WHETHER
BEFORE OR AFTER JUDGMENT, INTEREST AT THE RATE OF INTEREST FOR OVERDUE PRINCIPAL
SET FORTH IN THE CREDIT AGREEMENT.
22.
GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE. BORROWER
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF SUCH COURT. BORROWER HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
23.
WAIVER OF JURY TRIAL. THE PARTIES WAIVE THEIR RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, BORROWER WAIVES ANY
RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
11
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. BORROWER (I) CERTIFIES THAT NEITHER LENDER NOR ANY REPRESENTATIVE,
AGENT OR ATTORNEY OF LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(II) ACKNOWLEDGES THAT, IN ENTERING INTO THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH LENDER IS A PARTY, LENDER IS RELYING UPON, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 23.
24.
MISCELLANEOUS. THE HEADINGS OF EACH SECTION OF THIS AGREEMENT ARE
FOR CONVENIENCE ONLY AND SHALL NOT DEFINE OR LIMIT THE PROVISIONS THEREOF. THIS
AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER ARE BINDING UPON BORROWER AND
ITS RESPECTIVE SUCCESSORS AND ASSIGNS, AND WILL INURE TO THE BENEFIT OF LENDER
AND ITS SUCCESSORS AND ASSIGNS. IF ANY TERM OF THIS