REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
14.6.4
CONSENT TO JURISDICTION. THE BORROWER HEREBY CONSENTS TO
PERSONAL JURISDICTION IN ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COMMONWEALTH OF MASSACHUSETTS.
14.6.5
JURY TRIAL WAIVER.
THE BORROWER, AGENT, AND EACH OF THE
LENDERS MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS LOAN AGREEMENT,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN AGREEMENT OR ANY OTHER
LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF AGENT OR ANY LENDER RELATING TO THE
ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREE THAT
NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT AS PROHIBITED BY
LAW, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION ANY SPECIAL, INDIRECT, SPECULATIVE, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.
THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT OR ANY
LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH OF THE PARTIES
HERETO TO ENTER INTO THE TRANSACTIONS CONTEMPLATED HEREBY.
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14.7
Survival.
All representations, warranties,
covenants and agreements of the Borrower, or a Loan Party, herein or in any
other Loan Document, or in any notice, certificate, or other paper delivered by
or on behalf of the Borrower or a Loan Party pursuant hereto are significant and
shall be deemed to have been relied upon by Agent and each of the Lenders
notwithstanding any investigation made by Agent or any of the Lenders or on its
behalf and shall survive the delivery of the Loan Documents and the making of
the Loan pursuant thereto.
No review or approval by Agent or the Lenders or any
of their representatives, of any opinion letters, certificates by professionals
or other item of any nature shall relieve the Borrower or anyone else of any of
the obligations, warranties or representations made by or on behalf of Borrower
or a Loan Party, or any one or more of them, under any one or more of the Loan
Documents.
14.8
Cumulative Rights.
All of the rights of Agent
and the Lenders hereunder and under each of the other Loan Documents and any
other agreement now or hereafter executed in connection herewith or therewith,
shall be cumulative and may be exercised singly, together, or in such
combination as Agent may determine in its sole good faith judgment.
14.9
Claims Against Agent or Lenders.
14.9.1
BORROWER MUST NOTIFY.
THE AGENT AND EACH OF