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

Governing Law; Choice of Forum; Service of Process. Jury Trial Waiver. ----------------- (a) The validity, interpretation and enforcement of this Agreement and the other Loan Documents and any dispute arising out of the relationship between the parties 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) The Borrower, each Lender, the Issuing Bank, and the Agent irrevocably consent and submit to the non-exclusive jurisdiction of the state courts of the County of Los Angeles and the United States District Court for the Central District of California and waive any objection based on venue or forum ----- non conveniens with respect to any action instituted therein arising under this --- ---------- Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the other Loan Documents 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 agree that any dispute with respect to any such matters shall be heard only in the courts described above. (c) The 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 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 the Agent's option, by service upon the Borrower in any other manner provided under the rules of any such courts. (d) THE BORROWER, EACH LENDER, THE ISSUING BANK, AND THE AGENT EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND

Governing Law; Choice of Forum; Service of Process. Jury Trial Waiver. ----------------- (a) The validity, interpretation and enforcement of this This Agreement shall be interpreted and the other Loan Documents rights and any dispute arising out liabilities of the relationship between the parties hereto, whether thereto determined in contract, tort, equity or otherwise, shall be governed by 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 parties hereto 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 (without giving effect to principles or of conflicts the U.S. located in Los Angeles county, California, and by execution and delivery of law). (b) The Borrowerthis Agreement, each Lenderof the Obligated Parties, the Issuing BankAdministrative Agent, and the Agent irrevocably consent Lenders consents, for itself and submit in respect of its property, to the non-exclusive jurisdiction of those courts. Each of the state Obligated Parties, the Administrative Agent, and the Lenders irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement, any other Loan Document, or any other agreement, document, or instrument related hereto or thereto. notwithstanding the foregoing (I) the Administrative Agent and the Lenders shall have the right to bring any action or proceeding against any Obligated Party or its property in the courts of any other jurisdiction the County of Los Angeles and Administrative Agent or the United States District Court Lenders deem necessary or appropriate in order to realize on the collateral or other security for the Central District of California Obligations; and waive any objection based on venue or forum ----- non conveniens with respect to any action instituted therein arising under this --- ---------- Agreement or any of the other Loan Documents or in any way connected with or related or incidental to the dealings (II) each of the parties hereto in respect of this Agreement or any of the other Loan Documents 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 agree acknowledges that any dispute with respect to any such matters shall be heard only in appeals from the courts described abovein the immediately preceding sentence may have to be heard by a court located outside those jurisdictions. (c) The Borrower Each Obligated Party hereby waives personal service of any and all process upon it and consents that all such service of process may be made by certified registered mail (return receipt requested) directed to the Borrower at its address set forth on the signature pages hereof in Section 15.8 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 mails postage prepaid. Nothing contained herein shall affect the Agent's option, right of the Administrative Agent or the Lenders to serve legal process by service upon the Borrower in any other manner provided under the rules of any such courtspermitted by law. (d) THE BORROWERNotwithstanding any other provision of this Agreement to the contrary, EACH LENDERany controversy or claim between or among the parties, THE ISSUING BANKarising out of or relating to this Agreement or any other Loan Document including any claim based on or arising from an alleged tort, AND THE AGENT EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIMshall at the request of either party hereto be determined by binding arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9, DEMANDU.S. Code), ACTION OR CAUSE OF ACTION notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the American Arbitration Association (1“AAA”). The arbitrator(s) ARISING UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR shall 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 either party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. (2e) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISINGNotwithstanding the provisions of clause (d) preceding, ANDno 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 to the Lenders that is 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 15.3(f). (f) At the request of either party a controversy or claim that is not submitted to arbitration as provided and limited in Section 15.3(d) and Section 15.3(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-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. (g) No provision of clause (d) through clause (g) preceding shall limit the right of the Administrative Agent 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. The exercise of a remedy does not waive the right of either party to resort to arbitration or reference. At the Administrative 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.