assignment or participation.
SECTION 5.12.
REINSTATEMENT IN CERTAIN
CIRCUMSTANCES. IF AT ANY TIME ANY PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE
TERM LOANS, ANY AMOUNT PAYABLE ON THE ADVANCES OR ANY OTHER AMOUNT PAYABLE BY
ANY BORROWER UNDER THE LOAN DOCUMENTS RELATING TO THE TERM LOANS OR THE ADVANCES
IS RESCINDED OR MUST BE OTHERWISE RESTORED OR RETURNED UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION OF ANY BORROWER OR OTHERWISE, EACH GUARANTORS'
OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH PAYMENT SHALL BE REINSTATED AS THOUGH
SUCH PAYMENT HAS BEEN DUE BUT NOT MADE AT SUCH TIME.
SECTION 5.13.
SURVIVAL. NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS GUARANTY OR IN ANY OTHER LOAN DOCUMENT, THIS
GUARANTY SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL FULL INDEFEASIBLE PAYMENT
OF THE GUARANTEED OBLIGATIONS.
SECTION 5.14.
CHOICE OF LAW AND VENUE; JUDICIAL
REFERENCE; WAIVER OF JURY TRIAL; SERVICE OF PROCESS.
(A)
THE VALIDITY OF THIS GUARANTY, THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE
PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CONFLICTS OF LAWS
PRINCIPLES.
(B)
EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA LOCATED IN LOS ANGELES
COUNTY AND OF THE FEDERAL COURTS LOCATED IN THE CENTRAL DISTRICT OF CALIFORNIA,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH GUARANTOR HEREBY AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
BINDING UPON IT AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL
AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF THIS GUARANTY OR ANY LOAN
DOCUMENT AGAINST ANY GUARANTOR OR ITS ASSETS OR PROPERTIES IN THE COURTS OF ANY
JURISDICTION WHERE SUCH GUARANTOR OR ITS ASSETS OR PROPERTIES MAY BE LOCATED OR
IN WHICH IT OTHERWISE MAY BE SUBJECT TO JURISDICTION.
12
(C)
EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO (I) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR
THE LOAN DOCUMENTS IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION;
(II) THE DEFENSE OF AN INCONVENIENT FORUM TO