ANY SUCH COURT.
(d)
SERVICE OF PROCESS. EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINTS AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR SUIT. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.
11.14
Disputes; Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, IN
CONNECTION WITH ANY CLAIM, CAUSE OF ACTION, ACTION, CONTROVERSY, PROCEEDING OR
OTHER DISPUTE ARISING OUT OF, RELATING TO OR CONCERNING (A) THE LOAN DOCUMENTS,
(B) NEGOTIATIONS OR COMMUNICATIONS RELATING TO ANY OF THE LOAN DOCUMENTS,
WHETHER OR NOT INCORPORATED INTO THE LOAN DOCUMENTS OR ANY INDEBTEDNESS
EVIDENCED THEREBY, OR ANY ALLEGED AGREEMENTS, PROMISES, REPRESENTATIONS OR
TRANSACTIONS IN CONNECTION THEREWITH, IN EACH CASE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE (EACH A "CLAIM"), THE PARTIES TO THIS AGREEMENT
EXPRESSLY, INTENTIONALLY, AND DELIBERATELY WAIVE ANY RIGHT EACH MAY OTHERWISE
HAVE TO TRIAL BY JURY. IN THE EVENT THAT THE WAIVER OF JURY TRIAL SET FORTH IN
THE PREVIOUS SENTENCE IS NOT ENFORCEABLE UNDER THE LAW APPLICABLE TO THIS
AGREEMENT, THE PARTIES TO THIS AGREEMENT AGREE THAT ANY CLAIM, INCLUDING ANY
QUESTION OF LAW OR FACT RELATING
WEST\275206959.13
146
THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL
REFERENCE PURSUANT TO THE STATE LAW APPLICABLE TO THIS AGREEMENT. AS USED
HEREIN, "REFERENCE" SHALL MEAN A JUDICIAL REFERENCE CONDUCTED PURSUANT TO THE
LAW APPLICABLE TO THIS AGREEMENT, AS IN EFFECT AT THE TIME THE REFEREE IS
SELECTED OR APPOINTED IN ACCORDANCE WITH THE TERMS HEREOF. THE PARTIES SHALL
SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE.
IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE COURT SHALL
APPOINT THE REFEREE. THE REFERENCE SHALL BE CONDUCTED PURSUANT TO THE LAW
APPLICABLE TO THIS AGREEMENT; PROVIDED HOWEVER IF ANY PARTY SEEKS TO (I)
EXERCISE SELF-HELP REMEDIES, INCLUDING WITHOUT LIMITATION, SET-OFF, (II)
FORECLOSE AGAINST OR SELL ANY COLLATERAL, BY POWER OF SALE OR OTHERWISE OR (III)
OBTAIN OR OPPOSE PROVISIONAL OR ANCILLARY REMEDIES FROM A COURT OF COMPETENT
JURISDICTION BEFORE, AFTER OR DURING THE PENDENCY OF A REFERENCE, THE LAW OF THE
STATE WHERE SUCH COLLATERAL IS LOCATED SHALL GOVERN THE EXERCISE OF OR
OPPOSITION TO SUCH RIGHTS AND REMEDIES. THE REFEREE SHALL DETERMINE ALL ISSUES
RELATING TO THE APPLICABILITY, INTERPRETATION, LEGALITY AND ENFORCEABILITY OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. THE REFEREE SHALL REPORT A
STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS PARAGRAPH SHALL LIMIT THE
RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF HELP REMEDIES, INCLUDING WITHOUT
LIMITATION, SET-OFF, FORECLOSE AGAINST COLLATERAL OR OBTAIN OR OPPOSE
PROVISIONAL OR ANCILLARY REMEDIES FROM ANY COURT OF COMPETENT JURISDICTION
BEFORE, AFTER OR DURING THE PENDENCY OF THE REFERENCE. THE EXERCISE OF, OR
OPPOSITION TO, ANY SUCH REMEDY DOES NOT WAIVE THE RIGHT OF ANY PARTY TO