ALL RIGHTS
TO THE COLLATERAL SHALL REVERT TO GRANTORS OR ANY OTHER PERSON ENTITLED THERETO.
AT SUCH TIME, AGENT WILL AUTHORIZE THE FILING OF APPROPRIATE TERMINATION
STATEMENTS TO TERMINATE SUCH SECURITY INTERESTS. NO TRANSFER OR RENEWAL,
EXTENSION, ASSIGNMENT, OR TERMINATION OF THIS AGREEMENT OR OF THE CREDIT
AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED
AND DELIVERED BY ANY GRANTOR TO AGENT NOR ANY ADDITIONAL LOANS MADE BY ANY OF
THE LENDER GROUP TO BORROWERS, NOR THE TAKING OF FURTHER SECURITY, NOR THE
RETAKING OR RE-DELIVERY OF THE COLLATERAL TO GRANTORS, OR ANY OF THEM, BY AGENT,
NOR ANY OTHER ACT OF THE LENDER GROUP, OR ANY OF THEM, SHALL RELEASE ANY OF
GRANTORS FROM ANY OBLIGATION, EXCEPT A RELEASE OR DISCHARGE EXECUTED IN WRITING
BY AGENT IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT. AGENT SHALL
NOT BY ANY ACT, DELAY, OMISSION OR OTHERWISE, BE DEEMED TO HAVE WAIVED ANY OF
ITS RIGHTS OR REMEDIES HEREUNDER, UNLESS SUCH WAIVER IS IN WRITING AND SIGNED BY
AGENT AND THEN ONLY TO THE EXTENT THEREIN SET FORTH. A WAIVER BY AGENT OF ANY
RIGHT OR REMEDY ON ANY OCCASION SHALL NOT BE CONSTRUED AS A BAR TO THE EXERCISE
OF ANY SUCH RIGHT OR REMEDY WHICH AGENT WOULD OTHERWISE HAVE HAD ON ANY OTHER
OCCASION.
23.
CHOICE OF LAW AND VENUE; JUDICIAL REFERENCE; WAIVER OF JURY TRIAL;
SERVICE OF PROCESS.
(A)
THE VALIDITY OF THIS AGREEMENT, 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 GRANTOR 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
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH GRANTOR 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 GRANTOR 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 AGREEMENT SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY
LENDER MAY
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OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO OR ARISING OUT OF
THIS AGREEMENT OR ANY LOAN DOCUMENT AGAINST ANY GRANTOR OR ITS ASSETS OR
PROPERTIES IN THE COURTS OF ANY JURISDICTION WHERE SUCH GRANTOR OR ITS