OF LAW AND VENUE: JURY TRIAL WAIVER.
(a)
THE VALIDITY OF THIS SECURED PROMISSORY NOTE AND THE OTHER LOAN
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES
Exhibit 2.11(a)
2
HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER
OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD FOR PRINCIPLES OF CONFLICTS OF LAWS.
(b)
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS SECURED PROMISSORY NOTE AND THE OTHER LOAN DOCUMENTS SHALL
BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT
PAYEE'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE PAYEE ELECTS TO BRING
SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. MAKERS AND
PAYEE WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY
HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.
(c)
MAKERS AND PAYEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECURED
PROMISSORY NOTE OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. MAKERS AND PAYEE
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS SECURED PROMISSORY NOTE MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
Exhibit 2.11(a)
3
IN WITNESS WHEREOF, Makers have duly executed this Secured Promissory Note as of
the date first above written.
NATIONAL TECHNICAL SYSTEMS, INC.
By.
Lloyd Blonder, Senior Vice President, Chief
Financial Officer, Treasurer and Assistant
Secretary
NTS TECHNICAL SYSTEMS dba
NATIONAL TECHNICAL SYSTEMS
By.
Lloyd Blonder, Senior Vice President, Chief
Financial Officer, Treasurer and Assistant
Secretary
XXCAL, INC.
By.
Lloyd Blonder, Vice President, Treasurer and
Assistant Secretary
APPROVED ENGINEERING TEST
LABORATORIES, INC.
By.
Lloyd Blonder, Vice President, Treasurer and
Assistant Secretary
ETCR, INC.
By.
Lloyd Blonder, Vice President, Treasurer and
Assistant Secretary
Exhibit 2.11(a)
4
ACTON ENVIRONMENTAL TESTING
CORPORATION
By
Lloyd Blonder, Vice President, Treasurer and
Assistant Secretary
Exhibit 2.11(a)
5
EXHIBIT 4.1(b)
FORM OF OPINION OF BORROWER'S COUNSEL
Logo 1 [logo1.jpg]
FORTY-EIGHTH FLOOR
333 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-1448
TELEPHONE 213-620-1780
FACSIMILE 213-620-1398
LFJ-84568
November 23, 2001
Comerica Bank-California, as Agent
21530 Oxnard Street
Woodland Hills, California 91367
Attention: Mr. Jason