deemed
received on the earlier of the date of actual receipt or three days after the
deposit thereof in the mail.
Borrowers acknowledge and agree that notices sent
by Agent in connection with Sections 9611 or 9620 of the Code shall be deemed
sent when
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deposited in the mail or personally delivered, or, where permitted by law,
transmitted by telefacsimile or other similar method set forth above.
13.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY
PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT), THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN
THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SUFFOLK, COMMONWEALTH OF
MASSACHUSETTS OR, AT THE SOLE OPTION OF THE LENDER GROUP, IN ANY OTHER COURT IN
WHICH THE LENDER GROUP SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.
EACH BORROWER
AND EACH MEMBER OF THE LENDER GROUP WAIVES, TO THE EXTENT PERMITTED UNDER
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.
EACH BORROWER AND EACH MEMBER OF THE LENDER
GROUP HEREBY WAIVES ITS 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
BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENTS THAT IT 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.
DESTRUCTION OF BORROWERS' DOCUMENTS.
ALL
DOCUMENTS, SCHEDULES, INVOICES, AGINGS, OR OTHER PAPERS DELIVERED TO AGENT MAY
BE DESTROYED OR OTHERWISE DISPOSED OF BY AGENT FOUR MONTHS AFTER THEY ARE
DELIVERED TO OR RECEIVED BY AGENT, UNLESS ADMINISTRATIVE BORROWER REQUESTS, IN
WRITING, THE RETURN OF SAID DOCUMENTS, SCHEDULES, OR OTHER PAPERS AND MAKES
ARRANGEMENTS, AT BORROWERS' EXPENSE, FOR THEIR RETURN.
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15.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
15.1
ASSIGNMENTS AND PARTICIPATIONS.
(A)
ANY LENDER MAY, WITH THE WRITTEN CONSENT OF
AGENT (AND, IF NO EVENT OF DEFAULT THEN EXISTS AND IS CONTINUING, THE
ADMINISTRATIVE BORROWER (EACH SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED)) ASSIGN AND DELEGATE TO ONE OR MORE ELIGIBLE TRANSFEREES (EACH AN