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egulations or ordinances require additional or modified security, privacy, or confidentialityagreements between SWMC and B/C, each party hereto agrees to execute such additional ormodified agreements as requested from time to time by the other party. B/C and SWMCshall notify the other party immediately of any disclosure of Confidential Information inviolation of this Agreement.If B/C or SWMC receives such a subpoena or order requesting it to disclose any ConfidentialInformation, such party shall notify the other party of the subpoena or order as soon asreasonably practicable and reasonably cooperate with the other party in taking steps toresist or narrow the request for Confidential Information or to obtain assurances that theconfidentiality of the Confidential Information shall be maintained to the extent feasible.15. RECORDING OF TELEPHONE CONVERSATIONSB/C acknowledges that SWMC and its agents may record telephone conversations betweenB/C and SWMC by electronic recording equipment, and B/C consents to such recording. Thisauthorization constitutes standing and continuing permission to record all telephoneconversations, and SWMC need not give specific notice of the recording of any particulartelephone conversation.16. MISCELLANEOUSa. Applicable Law. This Agreement is deemed to have been made in Cerritos,California, and it shall be interpreted and construed in accordance with, and shall begoverned by, the laws of the State of California. Any suit or proceeding shall bebrought in the federal or state courts located in Los Angeles County, California, whichcourts shall have sole and exclusive in persona, subject matter and other jurisdictionin connection with such suit or proceedings, and venue shall be appropriate for allpurposes in such courts. B/C expressly waives all defenses based on lack ofjurisdiction and inconvenient venue.b. Waiver Of Jury Trial. IN THE EVENT OF ANY LITIGATION ARISING FROM THISAGREEMENT, SWMC AND B/C HEREBY AGREE TO WAIVE ANY RIGHTS TO A JURYTRIAL.c. No Modification. No provision of this Agreement shall be modified except with theprior written consent of SWMC and B/C.d. No Assignment By B/C. Neither this Agreement nor any rights hereunder shall beassignable or delegable by B/C without SWMC’s prior written consent, which may bewithheld in SWMC’s sole discretion.e. Severability. Should any provision of this Agreement, for any reason, be declaredinvalid by a court of competent jurisdiction, such declaration shall not affect thevalidity of the remaining provisions, which shall remain in full force and effect.f. Authorized Signatories. Both SWMC and B/C acknowledge that the individualsexecuting this document, and any other persons designated by these individuals inwriting, are fully authorized by SWMC and B/C as the case may be, and by theirrespective boards of directors to enter into a binding commitment for the purchase orsale, respectively, of Mortgage Loans.g. Time Of The Essence. B/C understands and agrees that time is of the essence withrespect to each and every provision of this Agreement, in particular, with respect tothe Commitments entered into pursuant to this Agreement.h. Headings, Joint Preparation. Headings contained on this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation of thisAgreement. This Agreement shall be deemed to have been drafted jointly by theInitials:________ BC App Ver. 7.7 10/06/2014 Page 18