THE LOAN DOCUMENTS, THEN
SUCH ELECTION, EXERCISE OR CONSENT SHALL BE GIVEN OR MADE FOR ALL BANKS BY AGENT
BANK IN ACCORDANCE WITH THE PROVISIONS OF SECTION 10.01.
NOTICES, REPORTS AND
OTHER DOCUMENTS REQUIRED TO
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BE GIVEN BY BORROWER AND/OR GUARANTOR TO BANKS HEREUNDER MAY BE GIVEN TO AGENT
BANK ON BEHALF OF BANKS, WITH SUFFICIENT COPIES FOR DISTRIBUTION TO EACH OF THE
BANKS, AND THE DELIVERY TO AGENT BANK SHALL CONSTITUTE DELIVERY TO BANKS.
IN
THE EVENT ANY PAYMENT OR PAYMENTS ARE RECEIVED BY A LENDER OTHER THAN AGENT
BANK, BORROWER CONSENTS TO SUCH PAYMENTS BEING SHARED AND DISTRIBUTED AS
PROVIDED HEREIN.
SECTION 10.12.
TIME OF ESSENCE.
TIME SHALL BE OF THE ESSENCE OF THIS
CREDIT AGREEMENT.
SECTION 10.13.
CHOICE OF LAW AND FORUM.
THIS CREDIT AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEVADA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
BORROWER AND GUARANTOR
FURTHER AGREE THAT THE FULL AND EXCLUSIVE FORUM FOR THE DETERMINATION OF ANY
ACTION RELATING TO THIS CREDIT AGREEMENT, THE LOAN DOCUMENTS, OR ANY OTHER
DOCUMENT OR INSTRUMENT DELIVERED IN FAVOR OF BANKS PURSUANT TO THE TERMS HEREOF
SHALL BE EITHER AN APPROPRIATE COURT OF THE STATE OF NEVADA OR THE UNITED STATES
DISTRICT COURT OR UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEVADA.
SECTION 10.14.
ARBITRATION.
(A)
UPON THE REQUEST OF ANY PARTY, WHETHER MADE BEFORE OR AFTER THE
INSTITUTION OF ANY LEGAL PROCEEDING, ANY ACTION, DISPUTE, CLAIM OR CONTROVERSY
OF ANY KIND (E.G., WHETHER IN CONTRACT OR IN TORT, STATUTORY OR COMMON LAW,
LEGAL OR EQUITABLE) ("DISPUTE") NOW EXISTING OR HEREAFTER ARISING BETWEEN THE
PARTIES IN ANY WAY ARISING OUT OF, PERTAINING TO OR IN CONNECTION WITH THE
CREDIT AGREEMENT, LOAN DOCUMENTS OR ANY RELATED AGREEMENTS, DOCUMENTS, OR
INSTRUMENTS (COLLECTIVELY THE "DOCUMENTS"), MAY, BY SUMMARY PROCEEDINGS (E.G., A
PLEA IN ABATEMENT OR MOTION TO STAY FURTHER PROCEEDINGS), BRING AN ACTION IN
COURT TO COMPEL ARBITRATION OF ANY DISPUTE.
(B)
ALL DISPUTES BETWEEN THE PARTIES SHALL BE RESOLVED BY BINDING
ARBITRATION GOVERNED BY THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATORS
MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
(C)
NO PROVISION OF, NOR THE EXERCISE OF ANY RIGHTS UNDER THIS
ARBITRATION CLAUSE SHALL LIMIT THE RIGHTS OF ANY PARTY, AND THE PARTIES SHALL
HAVE THE RIGHT DURING ANY DISPUTE, TO SEEK, USE AND EMPLOY ANCILLARY OR
PRELIMINARY REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON,
PRESERVING, PROTECTING OR FORECLOSING UPON ANY PROPERTY, REAL OR PERSONAL, WHICH
IS INVOLVED IN A DISPUTE, OR WHICH IS SUBJECT TO, OR DESCRIBED IN, THE
DOCUMENTS, INCLUDING, WITHOUT LIMITATION, RIGHTS AND REMEDIES RELATING TO:
(I) FORECLOSING AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL OR OTHER
SECURITY BY THE EXERCISE OF A POWER OF SALE UNDER THE SECURITY DOCUMENTATION OR
OTHER SECURITY AGREEMENT OR INSTRUMENT, OR APPLICABLE LAW, (II) EXERCISING
SELF-HELP REMEDIES
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(INCLUDING SETOFF RIGHTS) OR (III) OBTAINING PROVISIONAL OR ANCILLARY REMEDIES
SUCH AS