UNDER ANY CIRCUMSTANCES BE DEEMED TO BE IN A
RELATIONSHIP OF CONFIDENCE OR TRUST OR A FIDUCIARY RELATIONSHIP WITH ANY GRANTOR
OR ANY OF ITS AFFILIATES, OR TO OWE ANY FIDUCIARY DUTY TO ANY GRANTOR OR ANY OF
ITS AFFILIATES. LENDER DOES NOT UNDERTAKE OR ASSUME ANY RESPONSIBILITY OR DUTY
TO ANY GRANTOR OR ANY OF ITS AFFILIATES TO SELECT, REVIEW, INSPECT, SUPERVISE,
PASS JUDGMENT UPON OR OTHERWISE INFORM ANY GRANTOR OR ANY OF ITS AFFILIATES OF
ANY MATTER IN CONNECTION WITH ITS OR THEIR PROPERTY, ANY COLLATERAL HELD BY
LENDER OR THE OPERATIONS OF ANY GRANTOR OR ANY OF ITS AFFILIATES. GRANTORS AND
EACH OF THEIR AFFILIATES SHALL RELY ENTIRELY ON THEIR OWN JUDGMENT WITH RESPECT
TO SUCH MATTERS, AND ANY REVIEW, INSPECTION, SUPERVISION, EXERCISE OF JUDGMENT
OR SUPPLY OF INFORMATION UNDERTAKEN OR ASSUMED BY LENDER IN CONNECTION WITH SUCH
MATTERS IS SOLELY FOR THE PROTECTION OF LENDER, AND NEITHER ANY GRANTOR NOR ANY
OF ITS AFFILIATES IS ENTITLED TO RELY THEREON.
12.10
PUBLIC ANNOUNCEMENTS.
GRANTORS SHALL CONSULT WITH AND OBTAIN THE PRIOR
WRITTEN CONSENT OF LENDER BEFORE ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING
ANY PUBLIC ANNOUNCEMENT, STATEMENT OR ACKNOWLEDGMENT OF THE EXISTENCE OF, OR
REVEAL PUBLICLY THE TERMS, CONDITIONS AND STATUS OF, THE TRANSACTIONS PROVIDED
FOR HEREIN AND SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY SUCH PUBLIC
STATEMENT PRIOR TO SUCH CONSULTATION AND CONSENT; PROVIDED, HOWEVER, THAT
(1) FOLLOWING EXECUTION OF THIS AGREEMENT, BORROWER SHALL BE PERMITTED TO FILE A
CURRENT REPORT ON FORM 8-K WITH THE U.S. SECURITIES & EXCHANGE COMMISSION IN THE
FORM AGREED TO BY BORROWER AND LENDER, AND (2) IN THE EVENT ANY MATERIAL
DEVELOPMENT OR CHANGE RELATED TO OR AFFECTING THIS AGREEMENT HAS OCCURRED AND
BORROWER IN GOOD FAITH DETERMINES THAT IT IS REQUIRED BY APPLICABLE LAW TO MAKE
A PRESS RELEASE OR PUBLIC ANNOUNCEMENT, SUCH PRESS RELEASE OR PUBLIC
ANNOUNCEMENT SHALL NOT CONSTITUTE A BREACH OF THIS AGREEMENT IF BORROWER SHALL
HAVE (A) GIVEN, TO THE EXTENT REASONABLY POSSIBLE, A COPY OF THE PROPOSED
RELEASE OR STATEMENT TO LENDER NOT LESS THAN TWO BUSINESS DAYS PRIOR TO ITS
FIRST USE OR PUBLICATION, (B) ATTEMPTED, TO THE EXTENT REASONABLY POSSIBLE, TO
CLEAR SUCH ANNOUNCEMENT, STATEMENT, ACKNOWLEDGMENT OR REVELATION WITH LENDER AND
(C) CONSIDERED IN GOOD FAITH ANY COMMENTS OR CHANGES LENDER HAS OFFERED TO THE
PROPOSED ANNOUNCEMENT OR STATEMENT.
12.11
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE
GRANTORS AND LENDER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA.
GRANTORS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL (RETURN
RECEIPT REQUESTED) DIRECTED TO THEIR ADDRESS SET FORTH HEREIN AND SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED FIVE