OR LENDERS SHALL BE IN RELIANCE UPON ALL REPRESENTATIONS AND
WARRANTIES THERETOFORE MADE TO THE AGENTS OR LENDERS BY OR ON BEHALF OF THE
BORROWERS (AND ANY GUARANTOR, ENDORSER, OR SURETY OF THE LIABILITIES) AND
CONSEQUENTLY MAY BE RESCINDED IN THE EVENT THAT ANY OF SUCH REPRESENTATIONS OR
WARRANTIES WAS NOT TRUE AND COMPLETE IN ALL MATERIAL RESPECTS WHEN GIVEN.
(D)
LENDER'S COSTS AND EXPENSES.
THE BORROWERS SHALL PAY ON DEMAND
ALL COSTS OF COLLECTION AND ALL REASONABLE EXPENSES OF THE AGENTS AND ANY
AFFILIATE OF THE LENDER IN CONNECTION WITH THE PREPARATION, EXECUTION, AND
DELIVERY OF THIS AGREEMENT AND OF ANY OTHER LOAN DOCUMENTS, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND ALL OTHER REASONABLE EXPENSES WHICH MAY BE INCURRED BY
THE AGENTS IN PREPARING OR AMENDING THIS AGREEMENT AND ALL OTHER AGREEMENTS,
INSTRUMENTS, AND DOCUMENTS RELATED THERETO, OR OTHERWISE INCURRED WITH RESPECT
TO THE LIABILITIES, AND ALL REASONABLE OUT OF POCKET COSTS AND EXPENSES OF THE
AGENTS WHICH RELATE TO THE CREDIT FACILITY OR OTHER CREDIT OR SERVICES PROVIDED
TO BORROWERS CONTEMPLATED THEREBY.
THE BORROWERS AUTHORIZE THE AGENTS TO PAY ALL SUCH REASONABLE OUT OF POCKET FEES
AND EXPENSES AND IN THE AGENTS DISCRETION, TO ADD SUCH FEES AND EXPENSES TO THE
LOAN ACCOUNT.
THE UNDERTAKING ON THE PART OF THE BORROWERS IN THIS SECTION SHALL SURVIVE
PAYMENT OF THE LIABILITIES AND/OR ANY TERMINATION, RELEASE, OR DISCHARGE
EXECUTED BY THE AGENTS IN FAVOR OF THE BORROWERS, OTHER THAN A TERMINATION,
RELEASE, OR DISCHARGE WHICH MAKES SPECIFIC REFERENCE TO THIS SECTION.
(E)
MASSACHUSETTS LAW.
THIS AGREEMENT AND ALL RIGHTS AND
OBLIGATIONS HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY, AND
PERFORMANCE, SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
(F)
CONSENT TO JURISDICTION.
THE BORROWERS AND GOOD BUYS AGREE
THAT ANY LEGAL ACTION, PROCEEDING, CASE, OR CONTROVERSY AGAINST THE BORROWER OR
GOOD BUYS WITH RESPECT TO ANY LOAN DOCUMENT MAY BE BROUGHT IN THE SUPERIOR COURT
OF SUFFOLK COUNTY MASSACHUSETTS OR IN THE UNITED STATES DISTRICT COURT, DISTRICT
OF MASSACHUSETTS, SITTING IN BOSTON, MASSACHUSETTS, AS THE LENDER MAY ELECT IN
THE LENDER'S SOLE DISCRETION.
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWERS AND GOOD BUYS, FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY,
ACCEPTS, SUBMITS, AND CONSENTS GENERALLY AND UNCONDITIONALLY, TO THE
JURISDICTION OF THE AFORESAID COURTS.
EACH BORROWER AND GOOD BUYS WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
IT, AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AND GOOD BUYS
ADDRESS FOR NOTICES AS SPECIFIED IN THE LOAN AGREEMENTS (GOOD BUYS' NOTICE
ADDRESS BEING THAT LISTED IN THE INITIAL PARAGRAPH OF THIS AGREEMENT), SUCH
SERVICE TO BECOME EFFECTIVE FIVE (5) BUSINESS DAYS AFTER SUCH MAILING.
EACH BORROWER WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY
OBJECTION TO VENUE OF ANY ACTION OR PROCEEDING INSTITUTED UNDER ANY OF THE LOAN
DOCUMENTS AND CONSENTS TO THE GRANTING OF