OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS OR ANY
COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL
PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH ANY BORROWER MAY IN ANY
WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO IN THIS
REGARD; (III) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR
ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING
LENDER TO EXERCISE ANY OF ITS RIGHTS AND REMEDIES, OTHER THAN NOTICES REQUIRED
BY THE UNIFORM COMMERCIAL CODE AND THE LOAN DOCUMENTS; (IV) THE BENEFIT OF ALL
VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND ALL RIGHTS WAIVABLE UNDER
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE; (V) ANY RIGHT ANY BORROWER MAY HAVE
UPON PAYMENT IN FULL OF THE OBLIGATIONS UNDER THE LOAN DOCUMENTS TO REQUIRE
LENDER TO TERMINATE ITS SECURITY INTEREST IN THE COLLATERAL OR IN ANY OTHER
PROPERTY OF ANY BORROWER UNTIL TERMINATION OF THE LOAN AGREEMENT IN ACCORDANCE
WITH ITS TERMS AND THE EXECUTION BY BORROWER, AND BY ANY PERSON WHO PROVIDES
FUNDS TO BORROWER WHICH ARE USED IN WHOLE OR IN PART TO SATISFY THE OBLIGATIONS
UNDER THE LOAN DOCUMENTS, OF AN AGREEMENT INDEMNIFYING ANY OR ALL OF LENDER FROM
ANY LOSS OR DAMAGE ANY SUCH PARTY MAY INCUR AS THE RESULT OF DISHONORED CHECKS
OR OTHER ITEMS OF PAYMENT RECEIVED BY LENDER P ARTY FROM BORROWER, OR ANY
ACCOUNT DEBTOR AND APPLIED TO THE OBLIGATIONS AND RELEASING AND INDEMNIFYING, IN
THE SAME MANNER AS DESCRIBED IN SECTION 6 OF THIS AGREEMENT, THE RELEASEES FROM
ALL CLAIMS ARISING ON OR BEFORE THE DATE OF SUCH TERMINATION STATEMENT; AND
(VI) NOTICE OF ACCEPTANCE HEREOF, AND THE BORROWERS EACH ACKNOWLEDGES THAT THE
FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO LENDER ENTERING INTO THIS
AGREEMENT AND THAT LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE
DEALINGS WITH THE BORROWERS.
EACH OF THE BORROWERS WARRANTS AND REPRESENTS THAT
IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY
AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
SECTION 22.
ASSIGNMENTS; NO THIRD PARTY
BENEFICIARIES.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
EACH OF THE BORROWERS, THE LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS;
PROVIDED, THAT NO BORROWER SHALL BE ENTITLED TO DELEGATE ANY OF ITS DUTIES
HEREUNDER AND SHALL NOT ASSIGN ANY OF ITS RIGHTS OR REMEDIES SET FORTH IN THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER IN ITS SOLE
DISCRETION.
NO PERSON OTHER THAN THE PARTIES HERETO (AND IN THE CASE OF
SECTION 6 HEREOF, THE RELEASEES) SHALL HAVE ANY RIGHTS HEREUNDER OR BE ENTITLED
TO RELY ON THIS AGREEMENT AND ALL THIRD-PARTY BENEFICIARY RIGHTS (OTHER THAN THE
RIGHTS OF THE RELEASEES UNDER SECTION 6 HEREOF) ARE HEREBY EXPRESSLY DISCLAIMED.
13
SECTION 23.
FINAL AGREEMENT.
THIS AGREEMENT
SETS FORTH IN