CONTINUING) WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO ANY
BORROWER OR GUARANTOR, TO USE, ASSIGN, LICENSE OR SUBLICENSE ANY OF THE
TRADEMARKS, SERVICE-MARKS, TRADE NAMES, BUSINESS NAMES, TRADE STYLES, DESIGNS,
LOGOS AND OTHER SOURCE OF BUSINESS IDENTIFIERS AND OTHER INTELLECTUAL PROPERTY
AND GENERAL INTANGIBLES NOW OWNED OR HEREAFTER ACQUIRED BY ANY BORROWER OR
GUARANTOR, WHEREVER THE SAME MAYBE LOCATED, INCLUDING IN SUCH LICENSE REASONABLE
ACCESS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED OR STORED
AND TO ALL COMPUTER PROGRAMS USED FOR THE COMPILATION OR PRINTOUT THEREOF.
(F)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, LENDER MAY APPLY THE CASH PROCEEDS OF COLLATERAL ACTUALLY RECEIVED
BY LENDER FROM ANY SALE, LEASE, FORECLOSURE OR OTHER DISPOSITION OF THE
COLLATERAL TO PAYMENT OF THE OBLIGATIONS, IN WHOLE OR IN PART AND IN ACCORDANCE
WITH THE TERMS HEREOF, WHETHER OR NOT THEN DUE OR MAY HOLD SUCH PROCEEDS AS CASH
COLLATERAL FOR THE OBLIGATIONS.
BORROWERS AND GUARANTORS SHALL REMAIN LIABLE TO
LENDER FOR THE PAYMENT OF ANY DEFICIENCY WITH INTEREST AT THE HIGHEST RATE
PROVIDED FOR HEREIN AND ALL COSTS AND EXPENSES OF COLLECTION OR ENFORCEMENT,
INCLUDING ATTORNEYS'
FEES AND EXPENSES.
106
(G)
WITHOUT LIMITING THE FOREGOING, UPON THE OCCURRENCE OF A DEFAULT
OR AN EVENT OF DEFAULT, LENDER MAY, AT LENDER'S OPTION, WITHOUT NOTICE,
(I) CEASE MAKING LOANS OR ARRANGING FOR LETTERS OF CREDIT OR REDUCE THE LENDING
FORMULAS OR AMOUNTS OF LOANS AND LETTERS OF CREDIT AVAILABLE TO BORROWERS AND/OR
(II) TERMINATE ANY PROVISION OF THIS AGREEMENT PROVIDING FOR ANY FUTURE LOANS OR
LETTERS OF CREDIT TO BE MADE BY LENDER TO BORROWERS AND/OR (III) ESTABLISH SUCH
RESERVES AS LENDER DETERMINES, WITHOUT LIMITATION OR RESTRICTION,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN.
SECTION
11.
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
11.1
Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND
THE OTHER FINANCING AGREEMENTS (EXCEPT AS OTHERWISE PROVIDED THEREIN) AND ANY
DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES HERETO, WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS OF
THE STATE OF CALIFORNIA BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS OF LAW OR
OTHER RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE LAWS OF THE STATE OF CALIFORNIA.
(B)
BORROWERS, GUARANTORS AND LENDER IRREVOCABLY CONSENT AND SUBMIT TO
THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF LOS ANGELES COUNTY, STATE
OF CALIFORNIA OR THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF
CALIFORNIA, WHICHEVER LENDER MAY ELECT, AND WAIVE ANY OBJECTION BASED ON VENUE
OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN ARISING
UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN
RESPECT OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR