WAIVERS. EACH PARTY HERETO: (a) HEREBY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY SUIT, ACTION CONTROVERSY OR PROCEEDING OF ANY KIND ON ANY MATTER
ARISING OUT OF, RELATING TO, IN CONNECTION WITH, OR INCIDENT TO THIS AGREEMENT
OR ANY TRANSACTIONS IT CONTEMPLATES OR THE ENFORCEMENT HEREOF, EXCEPT WHERE SUCH
WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC
POLICY; AND (b) HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST ANY OTHER
PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION,
EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AGAINST PUBLIC POLICY. TO THE
EXTENT ANY PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR
REPRESENTATIVE ACTION AGAINST ANY OTHER PARTY, THE PARTIES HEREBY AGREE THAT:
(i) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR
COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION
(NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (ii) THE PARTY WHO
INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR
OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR
REPRESENTATIVE ACTION. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THESE
WAIVERS KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS WITH THEIR
ATTORNEYS. 20. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS. THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO ALL ISSUES CONCERNING THE VALIDITY OF THE AGREEMENT
AND THE LOAN TRANSACTION THAT IT CONTEMPLATES, THE
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Page 9 of 17 v1APMLA-160601 CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION,
PERFORMANCE AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF US, YOU AND PRINCIPAL(S)
(EACH, A "PARTY" AND COLLECTIVELY, THE "PARTIES"), SHALL BE GOVERNED BY AND
ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF UTAH,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD REQUIRE THE
APPLICATION OF ANY OTHER LAW. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS
AGREEMENT IS ENTERED INTO AND PERFORMED IN THE STATE OF UTAH. You and
Principal(s) further irrevocably and unconditionally consent and submit to the
jurisdiction of any state or federal court located in the State of Utah, the
State of New York and the State of the principal place of business of the
Borrower to resolve any suit, action, controversy, or proceeding of any kind
between or among the Parties, arising out of or related to this Agreement. You
and Principal(s) hereby agree that any of the above-named courts shall be a
convenient forum for any such suit, action, controversy, or proceeding of any
kind between or among the Parties, arising out of or related to this Agreement.
You and Principal(s) waive, to the fullest extent permitted by law, (a) any
objection that you or Principal(s) may now or later have to the laying of venue
of any suit, action, controversy, or proceeding arising out of, relating to, in
connection with, or incident to this Agreement or any of