LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY BORROWER COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING
SUCH ACTION OR WHERE SUCH BORROWER COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
BORROWER AND LENDER WAIVE, TO THE EXTENT PERMITTED UNDER
68
APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION 13(B).
(C)
BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE
LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS.
BORROWER AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS
WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
14.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
14.1
Assignments and Participations.
(A)
LENDER MAY ASSIGN AND DELEGATE TO ONE OR MORE ASSIGNEES (EACH AN
"ASSIGNEE") THAT ARE ELIGIBLE TRANSFEREES ALL, OR ANY RATABLE PART OF ALL, OF
THE OBLIGATIONS AND THE OTHER RIGHTS AND OBLIGATIONS OF LENDER HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT BORROWER MAY CONTINUE TO
DEAL SOLELY AND DIRECTLY WITH LENDER IN CONNECTION WITH THE INTEREST SO ASSIGNED
TO AN ASSIGNEE UNTIL (I) WRITTEN NOTICE OF SUCH ASSIGNMENT, TOGETHER WITH
PAYMENT INSTRUCTIONS, ADDRESSES, AND RELATED INFORMATION WITH RESPECT TO THE
ASSIGNEE, HAVE BEEN GIVEN TO BORROWER BY LENDER AND THE ASSIGNEE, (II) LENDER
AND ITS ASSIGNEE HAVE DELIVERED TO BORROWER AN APPROPRIATE ASSIGNMENT AND
ACCEPTANCE.
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THE
ASSIGNEE NEED NOT BE AN ELIGIBLE TRANSFEREE IF SUCH ASSIGNMENT IS IN CONNECTION
WITH ANY MERGER, CONSOLIDATION, SALE, TRANSFER, OR OTHER DISPOSITION OF ALL OR
ANY SUBSTANTIAL PORTION OF THE BUSINESS OR LOAN PORTFOLIO OF LENDER.
(B)
FROM AND AFTER THE DATE THAT LENDER PROVIDES BORROWER WITH SUCH
WRITTEN NOTICE AND EXECUTED ASSIGNMENT AND ACCEPTANCE, (I) THE ASSIGNEE
THEREUNDER SHALL BE A PARTY HERETO AND, TO THE EXTENT THAT RIGHTS AND
OBLIGATIONS HEREUNDER HAVE BEEN ASSIGNED TO IT PURSUANT TO SUCH ASSIGNMENT AND
ACCEPTANCE, SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER UNDER THE LOAN
DOCUMENTS, AND (II) LENDER SHALL, TO THE EXTENT THAT RIGHTS AND OBLIGATIONS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS HAVE BEEN ASSIGNED BY IT PURSUANT
TO SUCH ASSIGNMENT AND ACCEPTANCE, RELINQUISH ITS RIGHTS (EXCEPT WITH RESPECT TO
SECTION 11.3 HEREOF) AND BE RELEASED FROM ANY FUTURE OBLIGATIONS IN CONNECTION
THEREWITH UNDER THIS AGREEMENT (AND IN THE CASE OF AN ASSIGNMENT AND ACCEPTANCE
COVERING ALL OR THE REMAINING PORTION OF LENDER'S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT