upon the advice of counsel, shall be full protection to the Trustee.
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Section 10.09 Governing Law.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SENIOR SECURED NOTES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 10.10 Right to Set-Off.
AT ANY TIME THAT THE NOTES OR ANY OTHER SENIOR SECURED OBLIGATION
SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO HOLDER OR THE
SECURED PARTIES SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE
ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY
PROVISION OF THIS INDENTURE OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF
THE REQUIRED HOLDERS, OR APPROVED IN WRITING BY THE SECURED PARTIES, IF SUCH
SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF
CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR
OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE
COLLATERAL GRANTED TO THE SECURED PARTIES PURSUANT TO THE SECURITY DOCUMENTS OR
THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY
ATTEMPTED EXERCISE BY ANY HOLDER OR THE SECURED PARTIES OF ANY SUCH RIGHT
WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED HOLDERS OR THE SECURED PARTIES
SHALL BE NULL AND VOID. THIS SECTION 10.10 SHALL BE SOLELY FOR THE BENEFIT OF
EACH OF THE HOLDERS AND THE SECURED PARTIES HEREUNDER.
Section 10.11 Submission to Jurisdiction.
The Issuer and the Guarantors hereby submit to the nonexclusive
jurisdiction of the New York State Courts and the federal courts sitting in the
State of New York for the purposes of all legal proceedings arising out of or
relating to this Indenture or the transactions contemplated hereby. The Issuer
and Guarantors hereby irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such court has been brought in an inconvenient
forum.
Section 10.12 Waiver of Jury Trial.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
TRANSACTIONS CONTEMPLATED
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HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER THIS INDENTURE
BY, AMONG OTHER THINGS, THE MUTUAL