OF THE STATE OF CALIFORNIA, AND ANY LAWS OF THE UNITED
STATES OF AMERICA APPLICABLE TO NATIONAL BANKS.
TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWERS, ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE
LOAN AND/OR THE LOAN DOCUMENTS. BORROWER, 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
CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR
RELATING TO THIS AGREEMENT, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE OF CALIFORNIA, (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
(BUT NOTHING HEREIN WILL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY OF THE
LENDERS TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). BORROWERS
FURTHER CONSENT AND AGREE 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 BORROWER AT THE ADDRESSES FOR NOTICES DESCRIBED IN
THIS AGREEMENT, AND CONSENT AND AGREE THAT SUCH SERVICE WILL CONSTITUTE IN EVERY
RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN WILL AFFECT THE VALIDITY
OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).
Section 10.6
Counterparts. This Agreement may be executed in any number of
counterparts, all of which constitutes a single Agreement.
Section 10.7
Notices.
(a)
All notices, demands, requests, consents, approvals or other
communications (any of the foregoing, a "Notice") required, permitted or desired
to be given hereunder must be in writing and must be sent by: (i) registered or
certified mail, postage prepaid, return receipt requested, (ii) reputable
overnight courier, or (iii) delivered by hand by commercial courier service,
addressed to the party to be so notified at its address set forth opposite its
signature, below, or to such other address as such party may hereafter specify
in accordance with the provisions of this Section 10.7. Any Notice will be
deemed to have been received: (A) 3 days after the date such Notice is mailed,
(B) on the date of delivery by hand (or refusal to accept such
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delivery) if delivered during business hours on a Business Day (otherwise on the
next Business Day), and/or (C) on the next Business Day if sent by an overnight
commercial courier.
(b)
Any party may change the address to which any such Notice is to be
delivered by furnishing 10 days prior written notice of such change to the other
parties in accordance with the provisions of this Section 10.7. Notices will be
deemed to have been given on the date as set forth above, even