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<br />Page | 57 <br />4894-6811-3695v.2 0017787-000542 <br />construction of the Lease improvements and business practices required in the operation and <br />management of the uses contemplated hereunder. <br />19.10 Governing Law. This Lease shall be governed by and construed in accordance with <br />the laws of the State of California and the City. <br />19.11 Venue. The Parties hereto agree that this Lease has been negotiated and executed in <br />the State of California and shall be governed by and construed under the laws of California. In the <br />event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a <br />court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to <br />and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure <br />Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request <br />that an action be transferred for trial to another county. <br />19.12 Headings and Titles. The captions of the Articles or Sections of this Lease are only to <br />assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation <br />of any part hereof. <br />19.13 Interpretation. Whenever required by the context of this Lease, the singular shall <br />include the plural and the plural shall include the singular. The masculine, feminine and neuter <br />genders shall each include the other. In any provision relating to the conduct, acts or omissions of <br />Tenant, the term “Tenant” shall include Tenant’s agents, employees, contractors, invitees, <br />successors or others using the Premises with Tenant’s expressed or implied permission. In any <br />provision relating to the conduct, acts or omissions of County, the term “County” shall include <br />County’s agents, employees, contractors, invitees, successors or others using the Premises with <br />County’s expressed or implied permission. In any provision relating to the conduct, acts or omissions <br />of Agency, the term “Agency” shall include Agency’s agents, employees, contractors, invitees, <br />successors or others using the Premises with Agency’s expressed or implied permission. <br />19.14 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has <br />revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules <br />of construction requiring that ambiguities are to be resolved against a particular Party shall not be <br />applicable in the construction and interpretation of this Lease or any exhibits hereto. <br />19.15 Successors and Assigns. Except as otherwise specifically provided in this Lease, all <br />of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the <br />benefit of the Parties hereto and their respective heirs, personal representatives, successors and <br />assigns. All rights herein granted to any Leasehold Mortgagee of Tenant shall also apply to any <br />Leasehold Mortgagee of any successor or assign of Tenant. <br />19.16 Time is of the Essence. Time is of the essence with respect to the performance of <br />every provision of this Lease in which time of performance is a factor. <br />19.17 Severability. If any term or provision of this Lease is held invalid or unenforceable to <br />any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease <br />shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and <br />enforceable to the fullest extent permitted by law. <br />EXHIBIT 15