SUCH LEGAL OR EQUITABLE REMEDY AS IS
DEEMED APPROPRIATE BY THE COURT.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS OR LENDERS TO BRING LEGAL
ACTIONS OR PROCEEDINGS IN ANY OTHER COMPETENT JURISDICTION.
Each of the Borrowers agrees that any action commenced by any Borrower asserting
any claim or counterclaim arising under or in connection with this Agreement or
any other Loan Document shall be brought solely in the Superior Court of Suffolk
County Massachusetts or in the United States District Court, District of
Massachusetts, sitting in Boston, Massachusetts, and that such Courts shall have
exclusive jurisdiction with respect to any such action.
(G)
RULES OF CONSTRUCTION.
UNLESS OTHERWISE DEFINED HEREIN, TERMS
USED HEREIN WHICH ARE DEFINED IN THE LOAN AGREEMENT SHALL HAVE THE RESPECTIVE
MEANINGS ASSIGNED TO SUCH TERMS IN THE LOAN AGREEMENT.
THE RULES OF
CONSTRUCTION APPLIED IN SECTION 14.14 OF THE LOAN AGREEMENT SHALL BE APPLIED, AS
IS NECESSARY, IN THE INTERPRETATION, CONSTRUCTION AND ENFORCEMENT OF THIS
AGREEMENT.
(H)
WAIVERS.
THE BORROWERS AND GOOD BUYS (AND ALL GUARANTORS,
ENDORSERS, AND SURETIES OF THE LIABILITIES) MAKE EACH OF THE WAIVERS INCLUDED
BELOW, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY, AND UNDERSTANDS THAT THE
LENDER, IN ENTERING INTO THE FINANCIAL ARRANGEMENTS CONTEMPLATED HEREBY AND IN
PROVIDING LOANS AND OTHER FINANCIAL ACCOMMODATIONS TO OR FOR THE ACCOUNT OF THE
BORROWERS AND GOOD BUYS AS PROVIDED HEREIN, WHETHER NOT OR IN THE FUTURE, IS
RELYING ON SUCH WAIVERS.
(I)
THE BORROWER AND GOOD BUYS, AND EACH SUCH GUARANTOR, ENDORSER, AND
SURETY RESPECTIVELY WAIVES THE FOLLOWING:
(II)
EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED HEREBY, NOTICE OF
NON‐PAYMENT, DEMAND, PRESENTMENT, PROTEST AND ALL FORMS OF DEMAND AND NOTICE,
BOTH WITH RESPECT TO THE LIABILITIES AND THE COLLATERAL.
(III)
EXCEPT AS OTHERWISE SPECIFICALLY REQUIRED HEREBY, THE RIGHT TO NOTICE
AND/OR HEARING PRIOR TO THE LENDER'S
EXERCISING OF THE LENDER'S RIGHTS UPON
DEFAULT.
(IV)
THE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR CONTROVERSY IN WHICH THE
LENDER IS OR BECOMES A PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY
OR AGAINST THE AGENTS OR LENDERS OR IN WHICH ANY OF THE AGENTS OR LENDERS IS
JOINED AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF OR IS IN
RESPECT OF, ANY RELATIONSHIP AMONGST OR BETWEEN THE BORROWER OR ANY OTHER PERSON
AND ANY OF THE AGENTS AND LENDERS (AND THE AGENTS AND LENDERS LIKEWISE WAIVES
THE RIGHT TO A JURY IN ANY TRIAL OF ANY SUCH CASE OR CONTROVERSY).
(V)
ANY DEFENSE, COUNTERCLAIM, SET‐OFF, RECOUPMENT, OR OTHER BASIS ON
WHICH THE AMOUNT OF ANY LIABILITY, AS STATED ON THE BOOKS AND RECORDS OF THE
LENDER, COULD BE REDUCED OR CLAIMED TO BE PAID OTHERWISE THAN IN ACCORDANCE WITH
THE TENOR OF AND WRITTEN TERMS OF SUCH LIABILITY.
(VI)
ANY CLAIM TO CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
[SIGNATURE PAGE TO JOINDER AGREEMENT]
IN WITNESS WHEREOF, EACH OF THE AGENTS, DOCUMENTATION AGENT, LENDERS, THE
BORROWERS AND GOOD BUYS HAS DULY EXECUTED THIS AGREEMENT AS OF THE DATE FIRST
ABOVE WRITTEN.
DA GOOD BUYS,