LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10.
­REASSIGNMENT.
AT SUCH TIME AS GRANTOR SHALL COMPLETELY SATISFY
ALL OF THE OBLIGATIONS SECURED HEREUNDER, LENDER SHALL EXECUTE AND DELIVER TO
GRANTOR ALL DEEDS, ASSIGNMENTS, AND OTHER INSTRUMENTS AS MAY BE NECESSARY OR
PROPER TO REINVEST IN GRANTOR FULL TITLE TO THE PROPERTY ASSIGNED HEREUNDER,
SUBJECT TO ANY DISPOSITION THEREOF WHICH MAY HAVE BEEN MADE BY LENDER PURSUANT
HERETO.
11.
­COURSE OF DEALING.
NO COURSE OF DEALING, NOR ANY FAILURE TO
EXERCISE, NOR ANY DELAY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF.
12.
­ATTORNEYS' FEES.
IF ANY ACTION RELATING TO THIS IP AGREEMENT IS
BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER PARTY, THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEYS FEES, COSTS AND DISBURSEMENTS.
13.
­AMENDMENTS.
THIS IP AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY BOTH PARTIES HERETO.
14.
­COUNTERPARTS.
THIS IP AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE THE SAME INSTRUMENT.
15.
­LAW AND JURISDICTION.
THIS IP AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
GRANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF
COMPETENT JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS IN ANY ACTION, SUIT,
OR PROCEEDING OF ANY KIND, AGAINST IT WHICH ARISES OUT OF OR BY REASON OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT IF FOR ANY REASON LENDER CANNOT AVAIL ITSELF
OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, GRANTOR ACCEPTS JURISDICTION
OF THE COURTS AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA.
GRANTOR AND LENDER EACH 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.
EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.
EACH
PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
16.
­CONFIDENTIALITY.
IN HANDLING ANY CONFIDENTIAL INFORMATION,
LENDER SHALL EXERCISE THE SAME DEGREE OF CARE THAT IT EXERCISES FOR ITS OWN
PROPRIETARY INFORMATION, BUT DISCLOSURE OF INFORMATION MAY BE MADE: (I) TO
LENDER'S SUBSIDIARIES OR AFFILIATES IN CONNECTION WITH THEIR PRESENT OR
PROSPECTIVE BUSINESS RELATIONS WITH BORROWER; (II) TO PROSPECTIVE TRANSFEREES OR
PURCHASERS OF ANY INTEREST IN THE LOANS; (III) AS REQUIRED BY LAW, REGULATION,
SUBPOENA, OR OTHER ORDER, (IV) AS REQUIRED IN CONNECTION WITH LENDER'S
EXAMINATION OR AUDIT; AND (V) AS LENDER CONSIDERS APPROPRIATE IN EXERCISING
REMEDIES UNDER THIS AGREEMENT.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE
INFORMATION THAT EITHER: (A) IS IN THE PUBLIC DOMAIN OR IN LENDER'S POSSESSION
WHEN