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

Governing Law; Choice of Forum; Service of Process. (a) The Loan Documents have been entered into pursuant to Section 5-1401 of the New York General Obligations Law and the substantive laws of the State of New York (except to the extent the laws of another jurisdiction govern the creation, perfection, validity, or enforcement of Liens under the Collateral Documents), and the applicable federal laws of the United States of America shall govern the validity, construction, enforcement and interpretation of the Loan Documents. (b) Each party hereto (including each Guarantor by execution of an Obligation Guaranty), in each case for itself, its successors and assigns, hereby (A) irrevocably submits to the nonexclusive jurisdiction of the state (pursuant to Section 5-1402 of the New York General Obligations Law) and federal courts located in the Borough of Manhattan in the State of New York, and agrees and consents that service of process may be made upon it in any legal proceeding arising out of or in connection with the Loan Documents and the Obligations by service of process as provided by New York law, (B) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any litigation arising out of or in connection with the Loan Documents and the Obligations brought in any such court, (C) irrevocably waives to the fullest extent permitted by law any claims that any litigation brought in any such court has been brought in an inconvenient forum, (D) agrees to designate and maintain an agent for service of process in New York in connection with any such litigation and to deliver to the Agent evidence thereof, if requested, and (E) irrevocably agrees to the fullest extent permitted by law that any legal proceeding against any party hereto arising out of or in connection with the Loan Documents or the Obligations shall be brought in one of the aforementioned courts. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.3 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. Notwithstanding the foregoing: (1) the Agent and the Lenders shall have the right to bring any action or proceeding against any Loan Party or their property in the courts of any other jurisdiction the Agent or the Lenders deem necessary or appropriate in order to realize on the Collateral or other security for the Obligations and (2) each of the parties hereto acknowledges that any appeals from the courts described in the immediately preceding sentence may have to be heard by a court located outside those jurisdictions. (c) EACH BORROWER AND EACH OTHER LOAN PARTY (BY EXECUTION OF AN OBLIGATION GUARANTY) HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO WESTLAKE AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF (I) TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED WITH A NATIONALLY-RECOGNIZED OVERNIGHT COURIER OR (II) WHEN ACTUALLY DELIVERED TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

Governing Law; Choice of Forum; Service of Process. (a) The Loan Documents This Agreement and the US Security Agreement have been entered into pursuant to Section 5-1401 of the New York General Obligations Law and the substantive laws of the State of New York (except to the extent the laws of another jurisdiction govern the creation, perfection, validity, or enforcement of Liens under the Collateral Documents), and the applicable federal laws of the United States of America shall govern the validity, construction, enforcement and interpretation of this Agreement and the Loan DocumentsUS Security Agreement. (b) Each party hereto (including each Guarantor by execution of an Obligation Guaranty)hereto, in each case for itself, its successors and assigns, hereby (A) irrevocably submits to the nonexclusive jurisdiction and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any party or any Related Party of the state (pursuant foregoing in any way relating to Section 5-1402 this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the New York General Obligations Law) and federal courts located in the Borough of Manhattan in the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court, and each of the parties hereto agrees that a final judgment in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and agrees and consents that service of process may be made upon it in any legal proceeding arising out of or in connection with the Loan Documents and the Obligations by service of process as provided by New York law, (B) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any litigation arising out of or in connection with the Loan Documents and the Obligations brought in any such court, (C) irrevocably waives to the fullest extent permitted by law any claims that any litigation brought in any such court has been brought in an inconvenient forum, (D) agrees to designate and maintain an agent for service of process in New York in connection with any such litigation and to deliver to the Agent evidence thereof, if requested, and (E) irrevocably agrees to the fullest extent permitted by law that any legal proceeding against any party hereto arising out of or in connection with the Loan Documents or the Obligations shall be brought in one of the aforementioned courts. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this transaction, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.3 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. Notwithstanding the foregoing: (1) the Agent and the Lenders shall have the right to bring any action or proceeding against any Loan Party or their property in the courts of any other jurisdiction the Agent or the Lenders deem necessary or appropriate in order to realize on the Collateral or other security for the Obligations and (2) each of the parties hereto acknowledges that any appeals from the courts described in the immediately preceding sentence may have to be heard by a court located outside those jurisdictions. Notwithstanding the foregoing, nothing contained in this Agreement or in any other Loan Document shall affect any right that the Agent or any Lender may otherwise have to bring any action or proceeding relating to the Collateral Documents against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction. (c) EACH THE BORROWER AND EACH OTHER LOAN PARTY (BY EXECUTION OF AN OBLIGATION GUARANTY) HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO WESTLAKE THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF (I) TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED WITH A NATIONALLY-RECOGNIZED OVERNIGHT COURIER OR (II) WHEN ACTUALLY DELIVERED TO SUCH PERSON. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

Governing Law; Choice of Forum; Service of Process. (a) The Loan Documents have been entered into pursuant to Section 5-1401 This Agreement shall be interpreted and the rights and liabilities of the New York General Obligations Law parties hereto determined in accordance with the internal laws (as opposed to the conflict of laws provisions, provided that perfection issues with respect to Article 9 of the UCC may give effect to applicable choice or conflict of law rules set forth in Article 9 of the UCC) of the State of California; provided that the Agent and the substantive laws Lenders shall retain all rights arising under federal law. (b) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of California or of the United States of America located in Los Angeles County, California, or in the courts of the State of New York (except to the extent the laws of another jurisdiction govern the creation, perfection, validity, or enforcement of Liens under the Collateral Documents), and the applicable federal laws of the United States of America shall govern the validity, construction, enforcement and interpretation of the Loan Documents. (b) Each party hereto (including each Guarantor by execution of an Obligation Guaranty), in each case for itself, its successors and assigns, hereby (A) irrevocably submits to the nonexclusive jurisdiction of the state (pursuant to Section 5-1402 of the New York General Obligations Law) and federal courts located in the Borough of Manhattan in the State City of New York, Borough of Manhattan and agrees by execution and consents that service delivery of process may be made upon it in any legal proceeding arising out this Agreement, each of or in connection with the Loan Documents Obligated Parties, the Agent, the Bank and the Obligations by service Lenders consents, for itself and in respect of process as provided by New York law, (B) irrevocably waivesits property, to the fullest extent permitted by lawexclusive jurisdiction (subject only to the provisions of clause (d) below) of those courts. Each of the Obligated Parties, the Agent, the Bank and the Lenders irrevocably waives any objection, including any objection which to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the laying of venue bringing of any litigation arising out of action or proceeding in connection with the Loan Documents and the Obligations brought such jurisdiction in any such court, (C) irrevocably waives to the fullest extent permitted by law any claims that any litigation brought in any such court has been brought in an inconvenient forum, (D) agrees to designate and maintain an agent for service of process in New York in connection with any such litigation and to deliver to the Agent evidence thereof, if requested, and (E) irrevocably agrees to the fullest extent permitted by law that any legal proceeding against any party hereto arising out of or in connection with the Loan Documents or the Obligations shall be brought in one of the aforementioned courts. The scope of each of the foregoing waivers is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter respect of this transactionAgreement, includingany other Loan Document, without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. The Loan Parties and each other party to the Loan Documents acknowledge that this waiver is a material inducement to the agreement of each party hereto to enter into a business relationship, that each has already relied on this waiver in entering into the Loan Documents, and each will continue to rely on each of such waivers in or any document related future dealings. The Loan Parties and each other party to the Loan Documents warrant and represent that they have reviewed these waivers with their legal counsel, and that they knowingly and voluntarily agree to each such waiver following consultation with legal counsel. THE WAIVERS IN THIS SECTION 13.3 ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN DOCUMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the courtthereto. Notwithstanding the foregoing: (1i) the Agent Agent, the Bank and the Lenders shall have the right to bring any action or proceeding against any Loan Party the Obligated Parties or their property in the courts of any other jurisdiction the Agent Agent, the Bank, or the Lenders deem necessary or appropriate in order to realize on the Collateral or other security for the Obligations Obligations; and (2ii) each of the parties hereto acknowledges that any appeals from the courts described in the immediately preceding first sentence of this paragraph may have to be heard by a court located outside those jurisdictions. (c) EACH BORROWER AND EACH OTHER LOAN PARTY The Obligated Parties hereby waive personal service of any and all process upon it and consents that all such service of process may be made by registered mail (BY EXECUTION OF AN OBLIGATION GUARANTYreturn receipt requested) HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL directed to the Borrower at its address set forth in Section 13.8 and service so made shall be deemed to be completed five (RETURN RECEIPT REQUESTED5) DIRECTED TO WESTLAKE AT ITS ADDRESS SET FORTH IN SECTION 13.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF days after the same shall have been so deposited in the U.S. Mail, postage prepaid. Nothing contained herein shall affect the right of the Agent, the Bank, or the Lenders to serve legal process by any other manner permitted by law. (Id) TWO Notwithstanding any other provision of this Agreement to the contrary, any controversy or claim between or among the parties, arising out of or relating to this Agreement or any other Loan Document, including any claim based on or arising from an alleged tort, shall at the request of any party hereto be determined by binding arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (2Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrator(s) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED WITH A NATIONALLYshall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuant to a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. (e) Notwithstanding the provisions of Section 13.3(d), no controversy or claim shall be submitted to arbitration without the consent of all parties if, at the time of the proposed submission, such controversy or claim arises from or related to an Obligation secured by real estate property collateral (exclusive of real estate space lease assignments). If all the parties do not consent to submission of such a controversy or claim to arbitration, the controversy or claim shall be determined as provided in Section 13.3(f). (f) At the request of any party a controversy or claim that is not submitted to arbitration as provided and limited in Section 13.3(d) and (e) shall be determined by judicial reference. If such an election is made, the parties shall designate to the court a referee or referees selected under the auspices of the AAA in the same manner as arbitrators are selected in AAA-RECOGNIZED OVERNIGHT COURIER OR sponsored proceedings. The presiding referee of the panel, or the referee if there is a single referee, shall be an active attorney or retired judge. Judgment upon the award rendered by such referee or referees shall be entered in the court in which such proceeding was commenced. (IIg) WHEN ACTUALLY DELIVERED TO SUCH PERSONNo provision of Sections 13.3(d) through (f) shall limit the right of the Agent, the Bank, or the Lenders to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or obtaining provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAWThe exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At the Agent’s option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure.