OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT OR RELATED DOCUMENT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
DIRECTED TO BORROWERS' REPRESENTATIVE AT ITS ADDRESS SET FORTH IN SECTION 9.2
AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL
HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF AMERICA, OR, AT THE
AGENT'S AND/OR ANY LENDER'S OPTION, BY SERVICE UPON CSC THE UNITED STATES
CORPORATION COMPANY (OR ANY SUCCESSOR CORPORATION), OR ANY OTHER LIKE
ORGANIZATION WHICH EACH
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BORROWER IRREVOCABLY APPOINTS AS SUCH BORROWER'S AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE WITHIN THE STATE OF GEORGIA.
NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS
OF ANY OTHER JURISDICTION.
EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION
AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
SECTION 9.10
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER, THAT THE BORROWERS MAY NOT ASSIGN OR
TRANSFER THEIR RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT
OF ALL LENDERS; AND THE RIGHTS OF SALE, ASSIGNMENT AND TRANSFER OF THE LENDERS
ARE SUBJECT TO SECTION 9.11.
SECTION 9.11
SALE AND TRANSFERS, PARTICIPATIONS, ETC.
(A)
ANY LENDER MAY AT ANY TIME ASSIGN, SYNDICATE OR SELL TO ONE OR MORE
PARTICIPANTS PARTICIPATING INTERESTS IN ANY LOAN OWING TO SUCH LENDER, ANY NOTE
HELD BY SUCH LENDER, THE COMMITMENT OF SUCH LENDER, ANY INTEREST OF ANY LENDER
IN ANY LETTER OF CREDIT OBLIGATIONS OR ANY OTHER INTEREST OF LENDER UNDER THIS
AGREEMENT AND ANY LOAN DOCUMENT.
IN THE EVENT OF ANY SUCH SALE BY A LENDER OF
PARTICIPATING INTERESTS TO A PARTICIPANT, SUCH LENDER'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL REMAIN UNCHANGED AND SUCH LENDER SHALL REMAIN SOLELY RESPONSIBLE
FOR THE PERFORMANCE THEREOF, SUCH LENDER SHALL REMAIN THE HOLDER OF ANY SUCH
NOTE FOR ALL PURPOSES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE
BORROWERS AND THE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH
LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
THE BORROWERS AGREE THAT IF AMOUNTS
OUTSTANDING UNDER THIS AGREEMENT AND THE NOTES ARE DUE OR UNPAID, OR SHALL HAVE
BEEN DECLARED OR SHALL HAVE BECOME DUE AND PAYABLE UPON THE OCCURRENCE AND
CONTINUANCE OF AN EVENT OF DEFAULT, EACH PARTICIPANT SHALL BE DEEMED TO HAVE THE
RIGHT OF SETOFF IN RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER
THIS AGREEMENT AND ANY NOTE TO THE SAME EXTENT AS IF THE AMOUNT OF ITS
PARTICIPATING INTEREST WERE OWING DIRECTLY TO IT AS A