survive the
execution of this Agreement, the making of the Loans by Banks, and the execution
of the other Loan Documents, and shall continue until Banks receive payment in
full of all of the Obligations and the Indebtedness of Borrowers incurred under
this Agreement and under the other Loan Documents (including, without
limitation, all amounts due under any Bank-Provided Hedging Transaction).
Section 9.6
Governing Law; Waiver of Jury Trial;
Jurisdiction.
IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT
AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAH, APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY
APPLICABLE LAW OF THE UNITED STATES OF AMERICA.
TO THE FULLEST EXTENT PERMITTED
BY LAW, EACH PARTY HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT,
THE NOTES OR ANY OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTES AND ALL
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF UTAH.
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EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
RELATING TO THE LOANS AND/OR THE LOAN DOCUMENTS.
EACH BORROWER AND EACH OTHER
PARTY HERETO, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT
COUNSEL, (a) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF UTAH OVER ANY
SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (b) AGREES THAT ANY SUCH ACTION, SUIT OR
PROCEEDING MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN SALT LAKE COUNTY IN THE STATE OF UTAH, (c) SUBMITS TO THE
JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH
FORUMS IS NOT CONVENIENT, AND (d) AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT
OR PROCEEDING IN ANY OTHER FORUM.
EACH PARTY HERETO FURTHER CONSENTS AND AGREES
TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT,
ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO
SUCH PARTY AT THE ADDRESSES FOR NOTICES DESCRIBED IN THIS AGREEMENT, AND
CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).
Section 9.7
Counterparts.
This Agreement may
be executed in any number of counterparts, all of which shall constitute a
single Agreement.
Section 9.8
Notices.
All notices, demands,
requests, consents, approvals or other communications (any of the foregoing, a
"Notice") required, permitted or desired to be given hereunder shall be in
writing and shall be sent delivered by (a) registered or certified mail, postage
prepaid, return receipt requested, (b) Federal Express, UPS,