Common use of Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver Clause in Contracts

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty and any dispute arising out of the relationship between Guarantor, Agent and the Lenders, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent and the Lenders in respect of this Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders or the conduct of any such persons in connection with this Guaranty, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or Guarantor to Agent or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT IN RESPECT OF THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty and any dispute arising out of the relationship between Guarantorany of Guarantors, Agent and the Lenders, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor Each of Guarantors hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantorany of Guarantors, Agent and the Lenders in respect of this Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor any of Guarantors or any Borrower and Agent and the Lenders or the conduct of any such persons in connection with this Guaranty, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent shall have the right to bring any action or proceeding against Guarantor any of Guarantors or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on collateral at any time granted by any Borrower or Guarantor any of Guarantors to Agent or to otherwise enforce its or the Lenders' ’ rights against Guarantor any of Guarantors or its property). (c) Guarantor Each of Guarantors hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mailshereof, or, at Agent's ’s option, by service upon Guarantor any of Guarantors in any other manner provided under the rules of any such courts. Within thirty (30) days after such servicethe period provided under law, Guarantor any of Guarantors so served shall appear in answer respond to such process, failing which Guarantor such Guarantors shall be deemed in default and judgment may be entered by Agent against Guarantor Guarantors for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR ANY OF GUARANTORS AND AGENT IN RESPECT OF THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR EACH OF GUARANTORS HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR ANY OF GUARANTORS OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTORS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "“provisional remedy" ” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) each Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall have any liability to Guarantor Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconductmisconduct or breach of this Guaranty.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty and any dispute arising out of the relationship between Guarantor, Agent Guarantor and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent Guarantor and the Lenders Lender in respect of this Guaranty or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this Guaranty, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on any collateral at any time granted by Borrower or Guarantor to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's Lender’s option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent Lender against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT LENDER IN RESPECT OF THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing AgreementGuaranty, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of AgentLender, any such issues pertaining to a "‘provisional remedy" ’ as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders Lender shall not have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Loan Agreement and the other Financing Agreements.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Agreement and any dispute arising out of the relationship between Guarantor, Agent Guarantor and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect applicable to principles of conflicts of law)contracts made and to be performed in that State. (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California state and the United States District Court for the Central District of California federal courts located in Los Angeles County, California, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent Guarantor and the Lenders Lender in respect of this Guaranty Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyAgreement, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent nothing herein shall have the right to bring preclude Lender from bringing any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on any collateral at any time granted by Borrower or Guarantor to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT LENDER IN RESPECT OF THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (ed) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 Lender shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyAgreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconductmisconduct of Lender (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction).

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Agent any of Guarantors and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor Each of Guarantors hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California Los Angeles County Superior Court and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent any of Guarantors and the Lenders Lender in respect of this Guaranty Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor any of Guarantors or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyGuarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor any of Guarantors or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or Guarantor any of Guarantors to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor any of Guarantors or its property). (c) Guarantor Each of Guarantors hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentLender's option, by service upon Guarantor any of Guarantors in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor any of Guarantors so served shall appear in answer to such process, failing which Guarantor such Guarantors shall be deemed in default and judgment may be entered by Agent Lender against Guarantor Guarantors for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT IN RESPECT OF THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Guaranty, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Agent Guarantor and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to but excluding any principles of conflicts of law)law or other rule of law that would result in the application of the law of any jurisdiction other than the laws of the State of California. (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the California State Courts located in the District of the State of California San Diego and the United States District Court for the Central Southern District of California California, whichever Lender elects and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent Guarantor and the Lenders Lender in respect of this Guaranty Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyGuarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or Guarantor to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's Lender’s option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor so served shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent Lender against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR ANY OF GUARANTORS AND AGENT LENDER IN RESPECT OF THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR ANY OF GUARANTORS OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTORS AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 Lender shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Second Amended and Restated Loan Agreement and the other Financing Agreements.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Agent any of Guarantors and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor Each of Guarantors hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California Los Angeles County Superior Court and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent any of Guarantors and the Lenders Lender in respect of this Guaranty Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor any of Guarantors or Borrower Borrowers and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyGuarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor any of Guarantors or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on collateral at any time granted by Borrower Borrowers or Guarantor any of Guarantors to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor any of Guarantors or its property). (c) Guarantor Each of Guarantors hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentLender's option, by service upon Guarantor any of Guarantors in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor any of Guarantors so served shall appear in answer to such process, failing which Guarantor such Guarantors shall be deemed in default and judgment may be entered by Agent Lender against Guarantor Guarantors for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR ANY OF GUARANTORS AND AGENT LENDER IN RESPECT OF THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR EACH OF GUARANTORS HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR ANY OF GUARANTORS OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTORS AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 Lender shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Loan Agreement and the other Financing Agreements.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Agreement and the other Financing Agreements and any dispute arising out of the relationship between Guarantor, Agent and the Lendersparties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor hereby Borrowers, Agent and Lenders irrevocably consents consent and submits submit to the non-exclusive jurisdiction of the Courts state courts of the County of Los Angeles, State of California and of the United States District Court for the Central District of California and waives waive any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Agreement or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent and the Lenders parties hereto in respect of this Guaranty Agreement or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising arising, and whether in contract, tort, equity or otherwise, and agrees agree that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders or the conduct of with respect to any such persons in connection with this Guaranty, the other Financing Agreements or otherwise matters shall be heard only in the courts described above (except that Agent or any Lender shall have the right to bring any action or proceeding against Guarantor Borrowers or its their property in the courts of any other jurisdiction which Agent such Person deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or Guarantor to Agent the Collateral or to otherwise enforce its or the Lenders' rights against Guarantor Borrowers or its their property). (c) Guarantor Borrowers hereby waives waive personal service of any and all process upon it them and consents consent that all such service of process may be made by certified mail (return receipt requested) directed to its their address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days Business Days after the same shall have been so deposited in the U.S. mails, or, at Agent's ’s or any Lender’s option, by service upon Guarantor Borrowers in any other manner provided under the rules of any such courts. Within thirty (30) days after such serviceservice or such other period as provided by applicable law, Guarantor Borrowers shall appear in answer to such process, failing which Guarantor Borrowers shall be deemed in default and judgment may be entered by Agent or any Lender against Guarantor Borrowers for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAWBORROWERS, GUARANTOR AGENT AND EACH LENDER HEREBY WAIVES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT THE PARTIES HERETO IN RESPECT OF THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR BORROWERS, AGENT AND EACH LENDER HEREBY AGREES AGREE AND CONSENTS CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR OR AGENT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND AGENT THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders any Lender shall have any liability to Guarantor Borrowers (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor Borrowers in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyAgreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender Person, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Guarantor and Agent and the Lendersor any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to California, but excluding any principles of conflicts of law)law or other rule of law that would cause the application of the law of any jurisdiction other than the laws of the State of California. (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts Circuit Court of the State of Los Angeles County, California and the United States District Court for the Central Northern District of California California, whichever Agent may elect, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Guarantor and Agent and the Lenders or any Lender in respect of this Guaranty Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or Borrower and Agent and the Lenders or any Lender or the conduct of any such persons in connection with this GuarantyGuarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on any collateral at any time granted by Borrower or Guarantor to Agent or any Lender or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof below and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's ’s option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor so served shall appear in answer to of such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR GUARANTOR, ANY LENDER OR AGENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTOR, LENDERS AND AGENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, Agent and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Agreement and any dispute arising out of the relationship between Guarantor, Agent Borrower and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect applicable to principles of conflicts of law)contracts made and to be performed in that State. (b) Guarantor Borrower hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California state and the United States District Court for the Central District of California federal courts located in Los Angeles County, California, whichever Lender may elect, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Agreement or any of the other Financing Agreements to which Borrower is a party or in any way connected with or related or incidental to the dealings of Guarantor, Agent Borrower and the Lenders Lender in respect of this Guaranty Agreement or any of the other Financing Agreements to which Borrower is a party or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor Borrower or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyAgreement, the other Financing Agreements to which Borrower is a party or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor Borrower or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on any collateral at any time granted by Borrower or Guarantor Borrower to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor Borrower or its property). (c) Guarantor Borrower hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages page hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's Lender’s option, by service upon Guarantor Borrower in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor Borrower shall appear in answer to such process, failing which Guarantor Borrower shall be deemed in default and judgment may be entered by Agent Lender against Guarantor Borrower for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TO WHICH BORROWER IS A PARTY OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR BORROWER AND AGENT LENDER IN RESPECT OF THIS GUARANTY AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS TO WHICH BORROWER IS A PARTY OR THE TRANSACTIONS RELATED HERETO OR THERETO THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR BORROWER HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR BORROWER OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR BORROWER AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 Lender shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor Borrower (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor Borrower in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyAgreement, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconductmisconduct of Lender (as determined pursuant to a final, non-appealable order of a court of competent jurisdiction). In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement. Except as prohibited by law, Borrower waives any right which it may have to claim or recover in any litigation with Lender any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. Borrower: (i) certifies that neither Lender nor any representative, agent or attorney acting for or on behalf of Lender has represented, expressly or otherwise, that Lender would not, in the event of litigation, seek to enforce any of the waivers provided for in this Agreement and (ii) acknowledges that in entering into this Agreement and the other Financing Agreements, Lender is relying upon, among other things, the waivers and certifications set forth in this Section 8 and elsewhere herein and therein.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Agent any of Guarantors and the LendersLender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to principles of conflicts of law). (b) Guarantor Each of Guarantors hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts of the State of California Los Angeles County Superior Court and the United States District Court for the Central District of California and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty Guarantee or any of the other Financing Agreements or in any way connected with or related or incidental to the dealings of Guarantor, Agent any of Guarantors and the Lenders Lender in respect of this Guaranty Guarantee or any of the other Financing Agreements or the transactions related hereto or thereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor any of Guarantors or Borrower and Agent and the Lenders Lender or the conduct of any such persons in connection with this GuarantyGuarantee, the other Financing Agreements or otherwise shall be heard only in the courts described above (except that Agent Lender shall have the right to bring any action or proceeding against Guarantor any of Guarantors or its property in the courts of any other jurisdiction which Agent Lender deems necessary or appropriate in order to realize on collateral at any time granted by Borrower or Guarantor any of Guarantors to Agent Lender or to otherwise enforce its or the Lenders' rights against Guarantor any of Guarantors or its property). (c) Guarantor Each of Guarantors hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at AgentLender's option, by service upon Guarantor any of Guarantors in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor any of Guarantors so served shall appear in answer to such process, failing which Guarantor such Guarantors shall be deemed in default and judgment may be entered by Agent Lender against Guarantor Guarantors for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (iI) ARISING UNDER THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR (iiII) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR ANY OF GUARANTORS AND AGENT LENDER IN RESPECT OF THIS GUARANTY GUARANTEE OR ANY OF THE OTHER FINANCING AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORTTOR, EQUITY OR OTHERWISE. GUARANTOR EACH OR GUARANTORS HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR ANY OF GUARANTORS OR AGENT LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTORS AND AGENT LENDER TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 Lender shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders shall not have any liability to Guarantor Guarantors (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor Guarantors in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, Lender shall be entitled to the benefit of the rebuttable presumption that it acted in good faith and with the exercise of ordinary care in the performance by it of the terms of the Loan Agreement and the other Financing Agreements.

Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. (a) The validity, interpretation and enforcement of this Guaranty Guarantee and any dispute arising out of the relationship between Guarantor, Guarantor and Agent and the Lendersor any Lender, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of California (without giving effect to but excluding any principles of conflicts of law)law or other rule of law that would cause in the application of the law of any jurisdiction other than the laws of the State of California. (b) Guarantor hereby irrevocably consents and submits to the non-exclusive jurisdiction of the Courts state courts of the Los Angeles County, State of California and or the United States District Court for the Central District of California California, whichever Agent may elect, and waives any objection based on venue or forum non conveniens with respect to any action instituted therein arising under this Guaranty or any of the other Financing Agreements Guarantee or in any way connected with or related or incidental to the dealings of Guarantor, Guarantor and Agent and the Lenders or any Lender in respect of this Guaranty or any of the other Financing Agreements Guarantee or the transactions related hereto or theretohereto, in each case whether now existing or hereafter arising and whether in contract, tort, equity or otherwise, and agrees that any dispute arising out of the relationship between Guarantor or any Borrower and Agent and the Lenders or any Lender or the conduct of any such persons in connection with this Guaranty, the other Financing Agreements or otherwise Guarantee shall be heard only in the courts described above (except that Agent and Lenders shall have the right to bring any action or proceeding against Guarantor or its property in the courts of any other jurisdiction which Agent deems necessary or appropriate in order to realize on collateral at any time granted by any Borrower or Guarantor to Agent or to otherwise enforce its or the Lenders' rights against Guarantor or its property). (c) Guarantor hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified mail (return receipt requested) directed to its address set forth on the signature pages hereof and service so made shall be deemed to be completed five (5) days after the same shall have been so deposited in the U.S. mails, or, at Agent's ’s option, by service upon Guarantor in any other manner provided under the rules of any such courts. Within thirty (30) days after such service, Guarantor shall appear in answer to such process, failing which Guarantor shall be deemed in default and judgment may be entered by Agent against Guarantor for the amount of the claim and other relief requested. (d) TO THE EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS OR GUARANTEE (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF GUARANTOR AND AGENT OR ANY LENDER IN RESPECT OF THIS GUARANTY OR ANY OF THE OTHER FINANCING AGREEMENTS GUARANTEE OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. GUARANTOR HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT GUARANTOR GUARANTOR, AGENT OR AGENT ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR GUARANTOR, AGENT AND AGENT LENDERS TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. (e) If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Guaranty or any other Financing Agreement, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee or referees to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of Agent, any such issues pertaining to a "provisional remedy" as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) Guarantor shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding. (f) Neither Agent nor the Lenders any Lender shall have any liability to Guarantor (whether in tort, contract, equity or otherwise) for losses suffered by Guarantor in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this GuarantyGuarantee, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on Agent or such Lender that the losses were the result of acts or omissions constituting gross negligence or willful misconduct.